SecProbe.io

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 corresprequestforacceler

 May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nauticus Robotics, Inc. Registration Statement on Form S-3 (File No. 333-284675) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Nauticus Robotics, Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Eastern Time, on Thursday, May 29, 2025, or as soon as practicable thereafter. Please notify Amelia Zhang of Norton Rose Fulbright US LLP, counsel to the Company, at (713) 651-5594 upon the effectiveness of the Registration Statement or if you have any questions regarding this request. Very truly yours, NAUTICUS ROBOTICS, INC. By: /s/ John Symington . Name: John Symington Title: General Counsel

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correspfilingdateadjreqk

        February 12, 2025     VIA EDGAR    Securities and Exchange Commission  Chief, Office of Information Technology  Division of Corporate Finance  100 F Street, NE  Washington, D.C. 20549      Re: Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (Filing No. 001-40611)  CIK: 0001849820  Current Report on Form 8-K filed January 6, 2025  Accession No. 0001849820-25-000005    Request for Filing Date Adjustment of the Company’s Current Report on Form 8-K filed January 6, 2025     Pursuant to Rule 13(b) of Regulation S-T, the Company hereby respectfully requests an adjustment  of the filing date of the Current Report on Form 8-K (the “Current Report”) which was filed with the  Securities and Exchange Commission (“SEC”) via EDGAR (Accession No. 0001849820-25-000005) on  Monday, January 6, 2025. The Company wishes to adjust the filing date of the Current Report to reflect  Friday, January 3, 2025, the date of the initial attempted transmission.     The reason for the request is that the Current Report was filed late due to a technical error in the  process of filing through the Company’s third party filing agent (“Workiva”) which caused the Current  Report to be filed and accepted by the SEC at 6:52 pm EST on January 3, 2025.     Test filings of the Current Report were confirmed at 3:59 pm, 5:09, 6:27 pm and 6:30 pm EST on  January 3, 2025 and are filed herewith. The Company attempted to file the report that day, but due to  technical conflicts within the form relating to  XBRL coding, the filing through Workiva received error  warnings repeatedly.  The Company continued adjusting the filing form until the technical issues were  resolved, but the Current Report was not accepted until after the 5:30 pm EST filing deadline.     The Company will be harmed if the request for a filing date adjustment is not granted because the  current filing date would disqualify the Company from eligibility to file a Registration Statement on Form  S-3. The Company’s business needs require that the Company be eligible to file a Registration Statement  on Form S-3 to access the capital markets quickly.    The Company made a good faith attempt to file the Current Report in a timely manner but the filing  was delayed due to technical difficulties beyond the Company’s control. Accordingly, the Company

  believes that an adjustment of the filing date of the Current Report is consistent with the public interest and  the protection of investors, as contemplated by Rule 13(b) of Regulation S-T.    Should you have any questions regarding the foregoing matters, please do not hesitate to contact  Amelia Zhang of Norton Rose Fulbright US LLP at (713) 651 5594.    Sincerely,  /s/ John Symington    John Symington   General Counsel of the Company

  Appendix A    Test Filings Confirmation Emails

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000001) Date: Friday, January 3, 2025 2:59:23 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 15:59    ACCEPTED DATE:       03-Jan-2025 15:59 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000001 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS: WRN:  XBRL_VALIDATION_WARNING MSG:  XBRL documents contain following XBRL validation warning(s). LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE

MSG:  Warning: [dq-0540-DocumentPeriodEndDate-Value] In submission type 8-K,       DocumentPeriodEndDate value 2024-12-27, is not equivalent to header       element periodOfReport value, 01-03-2025, in the Required Context.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE MSG:  Warning: [dqc-0036-Document-Period-End-Date-Context-Fact-Value-Check] The       ending date of 2025-01-03 used for DocumentPeriodEndDate must be the same       as the Document Period End Date, 2024-12-27. The properties of this       DocumentPeriodEndDate fact are Context: c-1, Rule Element Id: 1.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website. The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you can view and/or download the EDGAR Filer Manual, access How Do I's, and also get access to resources and announcements.

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000002) Date: Friday, January 3, 2025 4:09:07 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 17:08    ACCEPTED DATE:       03-Jan-2025 17:09 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000002 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS: WRN:  XBRL_VALIDATION_WARNING MSG:  XBRL documents contain following XBRL validation warning(s). LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE

MSG:  Warning: [dq-0540-DocumentPeriodEndDate-Value] In submission type 8-K,       DocumentPeriodEndDate value 2024-12-27, is not equivalent to header       element periodOfReport value, 01-03-2025, in the Required Context.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE MSG:  Warning: [dqc-0036-Document-Period-End-Date-Context-Fact-Value-Check] The       ending date of 2025-01-03 used for DocumentPeriodEndDate must be the same       as the Document Period End Date, 2024-12-27. The properties of this       DocumentPeriodEndDate fact are Context: c-1, Rule Element Id: 1.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website. The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you can view and/or download the EDGAR Filer Manual, access How Do I's, and also get access to resources and announcements.

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000003) Date: Friday, January 3, 2025 5:27:49 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 18:27    ACCEPTED DATE:       03-Jan-2025 18:27 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000003 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS: WRN:  XBRL_VALIDATION_WARNING MSG:  XBRL documents contain following XBRL validation warning(s). LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE

MSG:  Warning: [dq-0540-DocumentPeriodEndDate-Value] In submission type 8-K,       DocumentPeriodEndDate value 2024-12-27, is not equivalent to header       element periodOfReport value, 01-03-2025, in the Required Context.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website. The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you can view and/or download the EDGAR Filer Manual, access How Do I's, and also get access to resources and announcements.

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000004) Date: Friday, January 3, 2025 5:31:01 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 18:30    ACCEPTED DATE:       03-Jan-2025 18:30 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000004 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website.

The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you can view and/or download the EDGAR Filer Manual, access How Do I's, and also get access to resources and announcements.

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE 8-K (0001849820-25-000005) Date: Friday, January 3, 2025 5:52:43 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     8-K                  NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 18:52    ACCEPTED DATE:       03-Jan-2025 18:52 FILING DATE:   06-Jan-2025 06:00 TEST FILING:   NO                   CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000005 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  8-K       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. 1.01    2. 1.02    3. 2.03    4. 3.02    5. 3.03    6. 5.03    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE: ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website.

The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you c

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responselettertoseccomme

      February 12, 2025    VIA EDGAR    Securities and Exchange Commission  Division of Corporation Finance  Office of Technology  100 F Street, N.E.  Washington, D.C. 20549      Attention:   Mariam Mansaray         Jan Woo    Re:    Nauticus Robotics, Inc.  Registration Statement of Form S-3  Filed February 3, 2025  File No. 333-284675  SEC Comment Letter dated February 10, 2025    Dear Mmes. Mansaray and Woo:     Nauticus Robotics, Inc.(“Nautiucs”, the “Registrant” or the “Company”), is submitting via EDGAR  for review by the Securities and Exchange Commission (the “Commission”) this response letter to the  Registrant’s above-referenced Registration Statement of Form S-3 (the “Registration Statement”).  This  letter reflects the Registrant’s respectful acknowledgement and response to the comments received from  the staff of the Commission (the “Staff”) contained in the Staff’s letter dated February 10, 2025 (the  “Comment Letter”), and certain other updated information.      The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and  the corresponding responses of the Registrant are shown below each comment.      Registration Statement of Form S-3 filed February 3, 2025     Cover Page    1. It appears that you may be relying on General Instruction I.B.6 of Form S-3 to register this offering.  If true, in accordance with Instruction 7 to General Instruction I.B.6, please set forth on the outside  front cover of the prospectus the calculation of the aggregate market value of your outstanding  voting and non-voting common equity and the amount of all securities offered pursuant to General  Instruction I.B.6 during the prior 12 calendar month period that ends on, and includes, the date of  this prospect.  Response: The Company respectfully informs the Staff that the Company intended to rely on General  Instruction I.B.1 of Form S-3 to register this offering, because the aggregate market value of the common  stock held by non-affiliates of the Company was over $75 million within 60 days prior to the date of the  filing of the Form S-3.

Mmes. Mansaray and Woo  Securities and Exchange Commission  February 12, 2025  Page 2      On January 6, 2025, the closing price of the common stock of the Company was $4.86 per share.  On  January 16, 2025, there were 15,673,216 outstanding shares of common stock held by non-affiliates.   Computed based on these two numbers, the aggregate market value of the Company’s outstanding common  stock was $76,171,829.76.  Therefore, the Company would qualify to rely on General Instruction I.B.1 of  the Form S-3 to register this offering.    General    2. We note that your current report on Form 8-K filed 1/6/2025 (date of event: 12/27/2024) appears  to be one day late. General Instruction I.A.3.(b) of Form S-3 requires that a registrant has timely  filed all required reports during the last twelve months. Please advise why you believe that you are  eligible to file on Form S-3.  Response:   The Company respectfully informs the Staff that the Company believes that this January 6,  2025 Form 8-K contained disclosure items that either (1) would not impact the S-3 eligibility; or (2) were  already disclosed in prior 8-Ks.      In particular, pursuant to General Instructions I.A.3(b) to the Form S-3, the following Form 8-K Items are  excluded from the S-3 eligibility requirements: Item 1.01, 1.02, 2.03.  The January 6, 2025 Form 8-K  reported the closing of the exchange of certain debentures to Series A Preferred Stock of the Company,  under the following Items: Item 1.01, 1.02, 2.03, 3.02, 3.03 and 5.03.  We believe the first three Items (Item  1.01, 1.02 and 2.03) would be excluded from the termination of S-3 eligibility.    The events that triggered the remaining Items (Item 3.02, 3.03 and 5.03) were ‘previously reported’ (as  defined in Rule 12b-2) on a timely basis on Form 8-Ks.     Specifically, regarding the Item 3.02 (Unregistered Sale of Equity Securities), we believe the trigger would  be the “sale” of the preferred stock, which happened on the execution of the Second Amendment and  Exchange Agreement (the “Exchange Agreement”), by and among the Company and certain institutional  investors, as ‘previously reported’ (as defined in Rule 12b-2) on a timely basis by the Form 8-K filed with  the SEC on November 5, 20241.      Regarding the Item 3.03 (Material Modification to Rights of Security Holders) and Item 5.03 (Amendments  to Articles of Incorporation or Bylaws; Change in Fiscal Year), we believe the trigger was the amendment  to the charter by the filing of the Certificate of Designation of Series A Preferred Stock, as ‘previously  reported’ (as defined in Rule 12b-2) on a timely basis by the Form 8-K filed with the SEC on December  27, 20242.    Moreover, the Company is requesting a filing date adjustment to this January 6, 2025 Form 8-K due to  technical difficulties with the EDGAR filing process, out of the Company’s control on the original due date.   The Company is working with the staff in the Office of Information Technology, Division of Corporation  Finance for this request.  A detailed description of the technical difficulties is below:      1 For the November 5, 2024 Form 8-K, please see  https://www.sec.gov/ix?doc=/Archives/edgar/data/1849820/000184982024000256/kitt-20241104.htm.   2 For the December 27, 2024 Form 8-K, please see  https://www.sec.gov/ix?doc=/Archives/edgar/data/0001849820/000184982024000292/kitt-20241227.htm.

Mmes. Mansaray and Woo  Securities and Exchange Commission  February 12, 2025  Page 3      On January 3, 2025, the General Counsel of the Company attempted to submit the Form 8-K through a third  party filing agent Workiva’s tool.  However, due to a technical error in the process of filing, the XBRL  tagging function returned error messages through multiple filing attempts, which prevented the Company  from transmission of the filing before the 5:30pm EST cut-off time.  Please see attached the various  attempted transmission records in Appendix A, which showed that various attempted transmissions  happened before the 5:30pm EST cut-off time, and the good faith efforts of the Company to timely file.   The XBRL tagging function finally resolved the issue later that day and the filing was made on January 3,  2025 into the EDGAR system at 6:52 pm EST, before the 10:00 pm EST receiving cut-off time.    Based on the above circumstances and analysis, we respectfully request the Staff to concur that this Form  8-K would not impact the Company’s S-3 eligibility.     *       *      *    We hope that the foregoing has been helpful to the Staff’s understanding of Nauticus’ disclosure and that  the disclosure modifications in Amendment No. 1 are satisfactory to the Staff.  If you have any questions  or comments about this letter or need any further information, please call the undersigned at (832) 266  8926.    Very Truly Yours      By:         /s/ John Symington   John Symington, General Counsel  of the Company    cc: John Gibson (Nauticus Robotics, Inc.)   Brandon Byrne (Norton Rose Fulbright US LLP)   Amelia Zhang (Norton Rose Fulbright US LLP)

     Appendix A    Test Filings Confirmation Emails

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000001) Date: Friday, January 3, 2025 2:59:23 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 15:59    ACCEPTED DATE:       03-Jan-2025 15:59 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000001 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS: WRN:  XBRL_VALIDATION_WARNING MSG:  XBRL documents contain following XBRL validation warning(s). LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE

MSG:  Warning: [dq-0540-DocumentPeriodEndDate-Value] In submission type 8-K,       DocumentPeriodEndDate value 2024-12-27, is not equivalent to header       element periodOfReport value, 01-03-2025, in the Required Context.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE MSG:  Warning: [dqc-0036-Document-Period-End-Date-Context-Fact-Value-Check] The       ending date of 2025-01-03 used for DocumentPeriodEndDate must be the same       as the Document Period End Date, 2024-12-27. The properties of this       DocumentPeriodEndDate fact are Context: c-1, Rule Element Id: 1.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website. The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you can view and/or download the EDGAR Filer Manual, access How Do I's, and also get access to resources and announcements.

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000002) Date: Friday, January 3, 2025 4:09:07 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 17:08    ACCEPTED DATE:       03-Jan-2025 17:09 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000002 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS: WRN:  XBRL_VALIDATION_WARNING MSG:  XBRL documents contain following XBRL validation warning(s). LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE

MSG:  Warning: [dq-0540-DocumentPeriodEndDate-Value] In submission type 8-K,       DocumentPeriodEndDate value 2024-12-27, is not equivalent to header       element periodOfReport value, 01-03-2025, in the Required Context.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE MSG:  Warning: [dqc-0036-Document-Period-End-Date-Context-Fact-Value-Check] The       ending date of 2025-01-03 used for DocumentPeriodEndDate must be the same       as the Document Period End Date, 2024-12-27. The properties of this       DocumentPeriodEndDate fact are Context: c-1, Rule Element Id: 1.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website. The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edgar/filer-information ]. On this webpage you can view and/or download the EDGAR Filer Manual, access How Do I's, and also get access to resources and announcements.

From: edgar-postmaster@sec.gov To: filings@edgaragents.com; Victoria Hay; John Symington Subject: ACCEPTED FORM TYPE XXXXXXXXXX (0001849820-25-000003) Date: Friday, January 3, 2025 5:27:49 PM Caution: This is an external email. Please take care when actioning anything within this email. If you are in doubt, please contact the IT Department. THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. *** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING *** COMPANY:       Nauticus Robotics, Inc. FORM TYPE:     XXXXXXXXXX           NUMBER OF DOCUMENTS: 5 RECEIVED DATE: 03-Jan-2025 18:27    ACCEPTED DATE:       03-Jan-2025 18:27 TEST FILING:   YES                  CONFIRMING COPY:     NO ACCESSION NUMBER: 0001849820-25-000003 FILE NUMBER(S):    1. 001-40611 THE PASSWORD FOR LOGIN CIK 0001849820 WILL EXPIRE 11-Feb-2025 16:23. PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES. REGISTRANT(S):    1. CIK:        0001849820       COMPANY:    Nauticus Robotics, Inc.       FORM TYPE:  XXXXXXXXXX       FILE NUMBER(S):          1. 001-40611 ITEM(S):    1. XXXXXXXXXX    2. XXXXXXXXXX    3. XXXXXXXXXX    4. XXXXXXXXXX    5. XXXXXXXXXX    6. XXXXXXXXXX    ITEM SUBMISSION ACCESSION NUMBER:    ITEM SUBMISSION FORM TYPE:         XXXXXXXXXX THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS: WRN:  XBRL_VALIDATION_WARNING MSG:  XBRL documents contain following XBRL validation warning(s). LOC:  LINE NUMBER: 0 WRN:  XBRL WARNING MESSAGE

MSG:  Warning: [dq-0540-DocumentPeriodEndDate-Value] In submission type 8-K,       DocumentPeriodEndDate value 2024-12-27, is not equivalent to header       element periodOfReport value, 01-03-2025, in the Required Context.       kitt-20241227.htm line 4 LOC:  LINE NUMBER: 0 ------------------------------- NOTICE --------------------------------- URGENT: Verify that all of your addresses on the EDGAR database are correct.  An incorrect address in the EDGAR Accounting Contact Name and Address information may result in your fee Account Activity Statement being returned to the SEC as undeliverable. Please correct outdated addresses via the EDGAR filing website. The EDGAR system is available to receive and process filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support staff members are available to respond to requests for assistance from 9:00 a.m. to 5:30 p.m. Eastern Time. We encourage you to visit the EDGAR - Information for Filers webpage at SEC.gov | EDGAR - Information for Filers [https://www.sec.gov/edga

February 10, 2025
John Gibson
Chief Executive Officer
Nauticus Robotics, Inc.
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
Re:Nauticus Robotics, Inc.
Registration Statement of Form S-3
Filed February 3, 2025
File No. 333-284675
Dear John Gibson:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement of Form S-3 filed February 3, 2025
Cover Page
1.It appears that you may be relying on General Instruction I.B.6 of Form S-3 to register
this offering. If true, in accordance with Instruction 7 to General Instruction I.B.6,
please set forth on the outside front cover of the prospectus the calculation of the
aggregate market value of your outstanding voting and non-voting common equity
and the amount of all securities offered pursuant to General Instruction I.B.6 during
the prior 12 calendar month period that ends on, and includes, the date of this prospect

February 10, 2025
Page 2
General
2.We note that your current report on Form 8-K filed 1/6/2025 (date of event:
12/27/2024) appears to be one day late.  General Instruction I.A.3.(b) of Form S-3
requires that a registrant has timely filed all required reports during the last twelve
months. Please advise why you believe that you are eligible to file on Form S-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brandon Byrne

CORRESP
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Document

May 2, 2024

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance

Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

 Re: Nauticus Robotics, Inc.

Registration Statement on Form S-3, as amended

File No. 333-277034

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Monday, May 6, 2024, or as soon as practicable thereafter.

Please notify Brandon T. Byrne of Norton Rose Fulbright US LLP, counsel to the Company, at (214) 855-7437 or at brandon.byrne@nortonrosefulbright.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Nauticus Robotics, Inc.

 By: /s/ Nicholas J. Bigney

 Name: Nicholas J. Bigney

 Title: General Counsel

United States securities and exchange commission logo
February 21, 2024
Nicholas J. Bigney
General Counsel
Nauticus Robotics, Inc.
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
Re:Nauticus Robotics, Inc.
Registration Statement on Form S-3
Filed February 13, 2024
File No. 333-277034
Dear Nicholas J. Bigney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brandon T. Byrne

CORRESP
1
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Nauticus Robotics, Inc.

17146 Feathercraft Lane, Suite 450

Webster, Texas 77598

September 8, 2023

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nauticus Robotics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-273752

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Nauticus Robotics, Inc., a Delaware corporation (the
“Company”), hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
effectiveness of the above-reference Registration Statement so that the Registration Statement will become effective as of 4:00 p.m. Eastern
Time on September 12, 2023, or as soon thereafter as practicable.

Please contact Michael J. Blankenship of Winston &
Strawn LLP, securities counsel to the Company, at (713) 651-2678 when the above-referenced Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Nauticus Robotics, Inc.

    By:
    /s/ M. Dilshad Kasmani

    Name:
    M. Dilshad Kasmani

    Title:
    Chief Legal and Administrative Officer

United States securities and exchange commission logo
August 30, 2023
Nicolaus Radford
Chief Executive Officer
Nauticus Robotics, Inc.
17146 Feathercraft Lane
Suite 450
Webster, TX 77598
Re:Nauticus Robotics, Inc.
Item 4.02 Form 8-K filed August 16, 2023
File No. 001-40611
Dear Nicolaus Radford:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Blankeship

CORRESP
1
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August 22, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nauticus Robotics, Inc.

    Item 4.02 Form 8-K

    Filed August 16, 2023

    File No. 001-40611

Ladies and Gentlemen:

On behalf of our client,
Nauticus Robotics, Inc. (the “Company”), we are writing to submit the Company’s response to the comments of the staff
(the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”)
set forth in its letter, dated August 16, 2023, relating to the Company’s Current Report on Form 8-K filed via EDGAR on August
16, 2023.

We have set forth below the
comment in the Staff’s letter, in bold, and the Company’s responses thereto.

Item 4.02 Form 8-K Filed August 16, 2023

Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or

Completed Interim Review, page 1

1. Please explain to us why the restatement
related to the untimely recognition of the accrued liability and expense arising from liquidated damages due pursuant to the Registration
Rights Agreement (RRA) only impacted the March 31, 2023 financial statements. In your response, clarify whether the company was in compliance
with the terms of the September 9, 2022 RRA at year-end. If not, tell us why you believe the liability for liquidated damages was not
probable and estimable in fiscal 2022. Please provide the specific terms of the RRA that support your conclusions.

Response: While the Initial Registration
Statement (as defined in the RRA) was timely filed within 15 business days of the closing of the Company’s business combination,
the Initial Registration Statement was not declared effective until April 2023. Under the RRA, the date by which the Initial Registration
Statement was required to be declared effective was December 8, 2022 (such date, the “Applicable Effectiveness Date,” and
such requirement, the “Effectiveness Date Requirement”). During the second quarter of 2023, after internal and external discussions
which prompted an in-depth evaluation of all RRA requirements, management ultimately determined that beginning in December 2022, following
the Applicable Effectiveness Date, the Company was not in compliance with the terms of the RRA. Notwithstanding the timing of such determination,
the Company does believe that beginning after the Applicable Effectiveness Date in December 2022 and continuing during the period of the
Company’s noncompliance in relation to the Effectiveness Date Requirement and the payment of related liquidated damages and related
interest amounts under the RRA (the “Amounts”), such Amounts were accruing, probable and estimable as of the 2022 year-end
balance sheet date. Therefore, the Company’s consolidated balance sheet as of December 31, 2022 should have included a liability
in the amount of approximately $0.72 million for the Amounts. As previously disclosed in the Company’s filings with the SEC, the
satisfaction of the Company’s payment obligations with respect to the Amounts involved in-kind consideration only, as finally agreed
to in writing between the Company and other RRA parties in the second quarter of 2023.

In the second quarter of 2023, management evaluated
the magnitude of the error in accordance with  Staff Accounting Bulletin No. 99, Materiality (SAB 99), and Staff Accounting
Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
(SAB 108), and concluded that the impact of the error (1) was material as of and for the period ended March 31, 2023, which resulted
in the Company’s restatement of its interim financial statements for such quarterly period, as reflected in the Form 10-Q/A filed
with the SEC on August 10, 2023 (which includes the RRA as Exhibit 10.1 thereto); but (2) was not material as of and for the year ended
December 31, 2022. The Company’s analysis of the error as of and for the year ended December 31, 2022, conducted in accordance with SAB 99
and SAB 108, is included below.

Evaluation of Misstatement in the Financial
Statements

When errors in previously issued financial statements
are identified, they must be assessed to determine whether the affected financial statements are materially misstated. SAB 99 and SAB
108 provide relevant guidance in applying materiality thresholds to the preparation of financial statements filed with the SEC. This guidance
is relevant to our judgment about whether the misstatement contained in the prior period consolidated financial statements of the Company
is material, so as to require a restatement pursuant to ASC 250-10, Accounting Changes and Error Corrections, and SEC regulations
and guidance. The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances,
the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been
changed or influenced by the inclusion or correction of the item. An assessment of materiality requires that we view the facts in the
context of the surrounding circumstances or the total mix of information. In the context of a misstatement of a financial statement item,
the total mix includes both quantitative and qualitative factors in assessing an item’s materiality.

Quantitative Analysis

SAB 99 Topic 1.M expresses the views of the Staff that exclusive reliance on certain quantitative benchmarks to assess materiality in preparing financial
statements and performing audits of those financial statements is inappropriate.

Companies and auditors often have measured
materiality quantitatively as 5% of net income. However, in SAB 99, the Staff states that the use of a percentage ceiling test alone
in making materiality determinations with respect to an item is not acceptable. The Staff stresses that evaluations of materiality
require registrants and auditors to consider all of the relevant circumstances, and that exclusive reliance on a percentage or
numerical threshold has no basis in the accounting literature of the law.

The following tables reflect the impact of the
error affecting significant financial statement line items as of and for the period indicated.

    December 31, 2022

    As Reported
    Adjustment
    As Adjusted
    % Change

    Balance Sheet data

    Accrued liabilities
      3,142,977
      721,728
      3,864,705
      23 %

    Total current liabilities
      3,877,619
      721,728
      4,599,347
      19 %

    Total liabilities
      52,575,293
      721,728
      53,297,021
      1 %

    Total stockholders’ equity (deficit)
      27,819
      (721,728 )
      (693,909 )
      -2594 %

    Year Ended December 31, 2022

    As Reported
    Adjustment
    As Adjusted
    % Change

    Statement of Operations data

    Interest expense, net
      3,714,017
      721,728
      4,435,745
      19 %

    Net loss
      (28,260,571 )
      (721,728 )
      (28,982,299 )
      3 %

    Basic and diluted loss per share
    $ (1.75 )
    $ (0.04 )
    $ (1.79 )
      2 %

    Basic and diluted weighted average shares outstanding
      18,982,139
      18,982,139
      18,982,139

    Year Ended December 31, 2022

    As Reported
    Adjustment
    As Adjusted
    % Change

    Statement of Cash Flows data

    Net loss
      (28,260,571 )
      (721,728 )
      (28,982,299 )
      3 %

    Accounts payable and accrued liabilities
      (7,731,279 )
      721,728
      (7,009,551 )
      -9 %

    2

Although we recognize the correction of the error
appears to be quantitatively significant in comparison to the Company’s reported liabilities, interest expense, net and basic and
diluted loss per share, we do not believe the differences would be material to the reasonable investor. The Company’s financial
statements are reflective of our historical focus on research and development efforts, as well as on the achievement of technological
feasibility with respect to both hardware and software developments, in preparation for bringing our commercial product and service offerings
to market. Given the Company’s nascent commercial operations during fiscal 2022, we believe that the reasonable investor is focused
on our product development and acceptance, liquidity and financing needs and reported revenues and operating income, in addition to other
considerations discussed in the qualitative analysis below, as the most useful and indicative factors with respect to the performance
of our business and in making an investment decision in the Company. Accordingly, based on a diligent review and objective assessment,
conducted in accordance with Staff guidance, we do not believe there is a substantial likelihood that the reasonable investor would view
the impact of the error as having significantly altered the total mix of information made available with respect to our financial position
as of and for the year ended December 31, 2022.

Qualitative Analysis

SAB 99 states, “A matter is ‘material’
if there is a substantial likelihood that a reasonable person would consider it important.” In its Statement of Financial Accounting
Concepts No. 2, the FASB described the essence of the concept of materiality as follows: “The omission or misstatement of an item
in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable
that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction
of the item.” For the reasons described below, management does not believe that the misstatement has a significant qualitative impact
on the subject year-end financial statements.

We evaluated the qualitative factors listed in
SAB 99 and considered other Company- and industry-specific factors that would bear upon the judgment of a reasonable person relying upon
the financial statements. The identified error as of and for the year ended December 31, 2022 does not, among other things:

 ● mask a change in earnings or other trends;

 ● relate to a part of our business that is significant
to the Company’s operations or earnings;

 ● affect our compliance with laws or regulatory
requirements; or

 ● impact the amount of management compensation.

Further, while the Amounts arose from the Company’s
noncompliance with contractual obligations, the impact of the misstatement with respect to the Amounts as of the end of fiscal 2022 does
not affect the Company’s compliance with loan covenants or other contractual requirements. Importantly, the subject noncompliance
did not affect the maturity date or other terms of the Company’s outstanding securities (including, without limitation, the debentures
or warrants issued to those investors party to the RRA), nor does it affect any other indebtedness of the Company.

To date, the Company’s principal focus has
been on the development and commercial deployment of its products. We believe that a reasonable person relying on the Company’s
financial statements at our present stage of operations is more likely to be focusing on the following:

 ● our product development and acceptance of our
products and services in both government and commercial markets;

 ● the Company’s liquidity and financing needs
to support its business strategy; and

 ● the reported amounts of revenues and operating
income.

Critically, the identified error does not
affect any of these principal focus areas. As noted above, the Amounts were ultimately settled in-kind. Consequently, the error has
no impact on our liquidity or otherwise on the reported amount of cash available to finance our commercial rollout and other
business operations. Although the impact of the error may appear quantitatively large compared to certain financial statement line
items, management has concluded that there is not a substantial likelihood that such error would  be considered material to a
reasonable investor for the reasons discussed above. Accordingly, the Company has determined that the impact of the error is not
material to the previously issued financial statements as of and for the year ended December 31, 2022.

    3

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

      

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:
    Nicolaus Radford, Chief Executive Officer, Nauticus Robotics, Inc.

4

United States securities and exchange commission logo
August 16, 2023
Nicolaus Radford
Chief Executive Officer
Nauticus Robotics, Inc.
17146 Feathercraft Lane
Suite 450
Webster, TX 77598
Re:Nauticus Robotics, Inc.
Item 4.02 Form 8-K filed August 16, 2023
File No. 001-40611
Dear Nicolaus Radford:
            We have reviewed your filing and have the following comment.  Our comment may ask
you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Item 4.02 Form 8-K Filed August 16, 2023
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review, page 1
1.Please explain to us why the restatement related to the untimely recognition of the accrued
liability and expense arising from liquidated damages due pursuant to the Registration
Rights Agreement (RRA) only impacted the March 31, 2023 financial statements.  In your
response, clarify whether the company was in compliance with the terms of the September
9, 2022 RRA at year-end.  If not, tell us why you believe the liability for liquidated
damages was not probable and estimable in fiscal 2022.  Please provide the specific terms
of the RRA that support your conclusions.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameNicolaus Radford
 Comapany NameNauticus Robotics, Inc.
 August 16, 2023 Page 2
 FirstName LastName
Nicolaus Radford
Nauticus Robotics, Inc.
August 16, 2023
Page 2
            You may contact Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Blankeship

CORRESP
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Nauticus Robotics, Inc.

17146 Feathercraft Lane, Suite 450

Webster, Texas 77598

August 11, 2023

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nauticus Robotics, Inc.

Registration Statement on Form S-1

File No. 333-273752

WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Reference is made to the letter request of Nauticus
Robotics, Inc., a Delaware corporation (the “Company”), for acceleration of effectiveness of the above-referenced Registration
Statement submitted to the U.S. Securities and Exchange Commission (the “Commission”) on August 10, 2023, pursuant to Rule
461 under the Securities Act of 1933, as amended (the “Acceleration Request”).

The Company hereby respectfully requests that the Commission
withdraw the Acceleration Request and refrain from declaring the Registration Statement effective until such future time as the Company
may request.

Please contact Michael J. Blankenship of Winston &
Strawn LLP, securities counsel to the Company, at (713) 651-2678 if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Nauticus Robotics, Inc.

    By:
    /s/ M. Dilshad Kasmani

    Name:
    M. Dilshad Kasmani

    Title:
    Chief Legal and Administrative Officer

CORRESP
1
filename1.htm

Nauticus Robotics, Inc.

17146 Feathercraft Lane, Suite 450

Webster, Texas 77598

August 10, 2023

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Nauticus Robotics, Inc.

Registration Statement on Form S-1

File No. 333-273752

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Nauticus Robotics, Inc., a Delaware corporation
(the “Company”), hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-reference Registration Statement so that the Registration Statement will become effective
as of 4:00 p.m. Eastern Time on August 14, 2023, or as soon thereafter as practicable.

Please contact Michael J. Blankenship of Winston & Strawn LLP,
securities counsel to the Company, at (713) 651-2678 when the above-referenced Registration Statement has been declared effective, or
if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Nauticus Robotics, Inc.

    By:
    /s/ M. Dilshad Kasmani

    Name:
    M. Dilshad Kasmani

    Title:
    Chief Legal and Administrative Officer

CORRESP
1
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Nauticus Robotics, Inc.

17146 Feathercraft Lane, Suite 450

Webster, Texas 77598

           April 14, 2023

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:
  Nauticus Robotics, Inc.

  Registration Statement on Form S-1, as amended

  File No. 333-267375

  REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Nauticus Robotics, Inc., a Delaware corporation (“the
Company”), hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the above-reference Registration Statement so that the Registration Statement will become effective as of 4:00 p.m. on April 18, 2023,
or as soon thereafter as practicable.

    Very truly yours,

    Nauticus Robotics, Inc.

     By:
    /s/ Nicolaus Radford

     Name:
    Nicolaus Radford

     Title:
    Chief Executive Officer

CORRESP
1
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March 9, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Nauticus Robotics, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed December 28, 2022

    File No. 333-267375

Ladies and Gentlemen:

On behalf of our client, Nauticus
Robotics, Inc. (the “Company”), we are writing to submit the Company’s response to the comments of the staff
(the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated February 9, 2023, relating to the Company’s Amendment No. 2 to the Registration Statement on Form
S-1filed via EDGAR on February 3, 2023.

The Company is concurrently
filing via EDGAR Amendment No. 3 to the Registration Statement on Form S-1 (the “Amendment No. 3”), which reflects
the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Amendment No. 2 to Form S-1 filed February
9, 2023

Management’s Discussion and Analysis of
Financial Condition and Results of Operations Liquidity, page 63

1. We note your response to prior comment 2
and your assertion that the company’s available cash on-hand together with the revenue from its existing and new contracts and the ability
to reduce costs as necessary will provide [the company] with sufficient cash from operations to meet its obligations for at least one
year from the issuance date of this report. Please provide more context regarding the company’s sources of liquidity. For example, given
that the company has experienced production delays and that certain contractual options by customers have been delayed, disclose the extent
to which the company is dependent upon revenue from new contracts to meet its obligations. Also disclose with specificity how the company
would generate cash by reducing costs and how any reduction in costs would affect the company’s operations. Refer to Item 303(b)(1) of
Regulation S-K.

The Company acknowledges the Staff’s comment and has revised the
Registration Statement to include the requested information. Please see pages 64 and 66–67 of the Amended Registration Statement

Summary Compensation Table, page 87

3. Revise to include updated executive compensation
disclosure for the fiscal year ended December 31, 2022.

The Company acknowledges the Staff’s comment and has revised the
Registration Statement to include the requested information. Please see page 88 of the Amended Registration Statement.

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

      

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:
    Nicolaus Radford, Chief Executive Officer, Nauticus Robotics, Inc.

United States securities and exchange commission logo
February 9, 2023
Eli Spiro
Chairman and Chief Executive Officer
Nauticus Robotics, Inc.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Nauticus Robotics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-267375
Dear Eli Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity, page 63
1.We note your response to prior comment 2 and your assertion that the company's available
cash on-hand together with the revenue from its existing and new contracts and the ability
to reduce costs as necessary will provide [the company] with sufficient cash from
operations to meet its obligations for at least one year from the issuance date of this
report.  Please provide more context regarding the company's sources of liquidity.  For
example, given that the company has experienced production delays and that certain
contractual options by customers have been delayed, disclose the extent to which the
company is dependent upon revenue from new contracts to meet its obligations.  Also

 FirstName LastNameEli Spiro
 Comapany NameNauticus Robotics, Inc.
 February 9, 2023 Page 2
 FirstName LastName
Eli Spiro
Nauticus Robotics, Inc.
February 9, 2023
Page 2
disclose with specificity how the company would generate cash by reducing costs and
how any reduction in costs would affect the company's operations.  Refer to Item
303(b)(1) of Regulation S-K.
Summary Compensation Table, page 87
2.Revise to include updated executive compensation disclosure for the fiscal year ended
December 31, 2022.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Blankenship

CORRESP
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February 3, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Nauticus Robotics, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed December 28, 2022

    File No. 333-267375

Ladies and Gentlemen:

On behalf of our client, Nauticus
Robotics, Inc. (the “Company”), we are writing to submit the Company’s response to the comments of the staff
(the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated January 18, 2023, relating to the Company’s Amendment No. 1 to the Registration Statement on Form
S-1 filed via EDGAR on December 28, 2022.

The Company is concurrently
filing via EDGAR Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment No. 2”), which reflects
the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Amendment No. 1 to Form S-1 filed December
28, 2022

Prospectus Summary

Lock-up Agreement and Arrangements, page
7

1. Revise to update your discussion of the
various lock-up agreements to clarify the specific dates upon which the agreements expired or will expire.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see pages 7, and 8 of the Amended Registration
Statement.

Management's Discussion and Analysis of
Financial Condition and Results of Operations Liquidity, page 63

2. We note your response to prior comment 7
and the revised disclosure addressing certain payment and delivery delays. Here and in the prospectus summary and risk factors sections,
please address the disparity between the projected revenues and the actual revenues for 2022, and clarify whether the company is dependent
upon revenue from new contracts to fund its operations over the course of the next year. In this regard, we note the assertion on page
63 that "available cash on-hand together with the revenue from its existing and new contracts and the ability to reduce costs as
necessary will provide [the company] with sufficient cash from operations to meet its obligations for at least one year from the issuance
date of this report." Please also provide related risk factor disclosure.

The Company acknowledges the Staff’s
comment. Projected revenue at the time of the initial S-1 (and S-4, as declared effective on August 12, 2022) assumed (i) production
timelines for Hydronauts and Aquanauts that have since been delayed as disclosed and discussed throughout this prospectus, including
in the risk factors, on pages 16–17, 23–24, 26–30, 40–41, 43–44 and (ii) the exercise of certain
contractual options by customers that have not yet been realized. Actual 2022 revenues will be disclosed to the market with the
filing of our annual report on Form 10-K. The assertion on page 63 regarding the Company having sufficient cash-on hand and
anticipated contract revenue to meet its obligations for at least one year from the issuance date of this report is still true and
correct.

General

3. We note your response to prior comment 1.
Given that you are now seeking to register the offer and sale of additional securities, disclose the price that each selling securityholder
or group of selling securityholders paid for such securities on the cover page.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page of the Amended
Registration Statement.

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

      

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:
    Nicolaus Radford, Chief Executive Officer, Nauticus Robotics, Inc.

United States securities and exchange commission logo
January 18, 2023
Eli Spiro
Chairman and Chief Executive Officer
Nauticus Robotics, Inc.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Nauticus Robotics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 28, 2022
File No. 333-267375
Dear Eli Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 4, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Lock-up Agreement and Arrangements, page 7
1.Revise to update your discussion of the various lock-up agreements to clarify the specific
dates upon which the agreements expired or will expire.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity, page 63
2.We note your response to prior comment 7 and the revised disclosure addressing certain
payment and delivery delays.  Here and in the prospectus summary and risk factors
sections, please address the disparity between the projected revenues and the actual

 FirstName LastNameEli Spiro
 Comapany NameNauticus Robotics, Inc.
 January 18, 2023 Page 2
 FirstName LastName
Eli Spiro
Nauticus Robotics, Inc.
January 18, 2023
Page 2
revenues for 2022, and clarify whether the company is dependent upon revenue from new
contracts to fund its operations over the course of the next year.  In this regard, we note
the assertion on page 63 that "available cash on-hand together with the revenue from its
existing and new contracts and the ability to reduce costs as necessary will provide [the
company] with sufficient cash from operations to meet its obligations for at least one year
from the issuance date of this report."  Please also provide related risk factor disclosure.
General
3.We note your response to prior comment 1.  Given that you are now seeking to register
the offer and sale of additional securities, disclose the price that each selling
securityholder or group of selling securityholders paid for such securities on the cover
page.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Blankenship

CORRESP
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December 27, 2022

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Nauticus Robotics, Inc.

    Registration Statement on Form S-1

    Filed September 12, 2022

    File No. 333-267375

Ladies and Gentlemen:

On behalf of our client, Nauticus
Robotics, Inc. (the “Company”), we are writing to submit the Company’s response to the comments of the staff
(the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated October 4, 2022, relating to the Company’s Registration Statement on Form S-1 filed via EDGAR on
September 12, 2022.

The Company is concurrently
filing via EDGAR Amendment No. 1 to the Form S-1 (the “Amendment No. 1”), which reflects the Company’s response
to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Form S-1 filed September 12, 2022

Cover Page

1. Disclose, if true, that the 3,530,000 shares
of common stock being registered for resale were issued to certain institutions and accredited investors in a private placement (the “PIPE
Investment”) upon the closing of the Business Combination. Disclose the price that each selling securityholder paid for such securities.
Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares and the price
that the public securityholders acquired their shares. Disclose that the selling securityholders may experience a positive rate of return
based on the current trading price, while the public securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price and include any appropriate risk factor disclosure.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page and pages 10, 12,
and 45 of the Amended Registration Statement.

2. We note the significant amount of CLAQ common
stock redeemed in connection with the business combination and that the shares being registered for resale will constitute a considerable
percentage of your public float. Highlight the significant negative impact sales of shares on this registration statement could have on
the public trading price of your common stock.

 The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page and pages 10, 12,
and 45 of the Amended Registration Statement.

Prospectus Summary, page 1

3. Disclose the exercise price of your warrants
compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in your risk factors, MD&A and use of proceeds section and disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact
on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current
cash on hand. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s
ability to raise additional capital.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page and pages 10, 18,
and 47-49 of the Amended Registration Statement.

Services and Revenue, page 4

4. You disclose on page 6 a breakdown of the
actual and projected revenue by services and direct product sales. We note that the projections for years 2022 through 2024 appear to
differ from those provided to and relied upon by CLAQ and its board, as disclosed in your registration statement filed in connection
with the business combination transaction. Revise your disclosure to identify and discuss any changes in the updated projections compared
to those disclosed in connection with approval of the business combination. Additionally, with a view toward further revisions, please
tell us when and why the revised projections were prepared and who they were distributed to prior to the business combination.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to exclude the initial statement, which was included in error. Please see pages 5-6 of the
Amended Registration Statement.

Risk Factors, page 13

5. Provide risk factor disclosure advising
as to specific sources of potential dilution holders of your common stock may experience. The risk factor should discuss potential dilution
from your public and private warrants, earnout shares, and options as well as the common stock issuable upon conversion of the debentures
and exercise of the warrants issued in your PIPE financing.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page and pages 47-49
of the Amended Registration Statement.

Future sales of shares of the Combined
Company’s common stock may depress its stock price., page 47

6. Revise your risk factor disclosure to highlight
the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of your
common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that
these shares currently represent of the total number of shares outstanding. Your statement that “[f]uture” sales of your common
stock may depress the market price of your securities should be updated given that this prospectus is facilitating those sales.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page and pages 12, 45,
and 47-49 of the Amended Registration Statement.

    2

Management’s Discussion and Analysis of
Financial Condition and Results of Operations of Nauticus, page 61

7. We note that the projected revenues
for 2022 were $23.4 million, as set forth in the unaudited prospective financial information management prepared and provided to the
CLAQ Board and CLAQ in connection with the evaluation of the Business Combination, including $22.0 million in committed orders. We
also note that your actual revenues for the six months ended June 30, 2022 was approximately $5.225 million. It appears that you may
miss your 2022 revenue projection. Please update your disclosure in the Liquidity and Capital Resources section, and elsewhere, to
provide updated information about the company’s financial position and any additional risks to the business operations and
liquidity in light of these circumstances.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see pages 65-66 of the Amended Registration Statement.

Material Contracts, page 89

8. We note your representation that various
manufacturing and supply agreements are included as exhibits to this registration statement. This reference appears to have been inadvertently
included in this registration statement. Please revise to update your disclosures throughout the filing and address areas that appear
to need updating or that present inconsistencies in light of the fact that the business combination contemplated by the Merger Agreement
was consummated on September 9, 2022.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus cover page and pages 5-7, 12,
45, 80-86, 89-90, 93-94, 103-105, and II-8 of the Amended Registration Statement.

Selling Stockholders, page 115

9. Revise your tabular disclosure to include
columns showing the shares of common stock owned before and after the offering by the selling stockholders as a percentage of your issued
and outstanding shares.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see pages 103-105 of the Amended Registration
Statement.

10. We note your disclosure on page 115 that
“[e]xcept for the ownership of the shares of Common Stock, the Selling Stockholders have not had any material relationship with us
within the past three years.” It appears, however, that some of the selling stockholders have participated in certain related party
transactions with the company. Please advise or revise.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see pages 103-105 of the Amended Registration
Statement.

Exhibits

11. Please file the PIPE subscription agreement
as an exhibit to your registration statement.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see the prospectus page II-4 of the Amended Registration
Statement.

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:
    Nicolaus Radford, Chief Executive Officer, Nauticus Robotics, Inc.

3

United States securities and exchange commission logo
October 4, 2022
Eli Spiro
Chairman and Chief Executive Officer
Nauticus Robotics, Inc.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Nauticus Robotics, Inc.
Registration Statement on Form S-1
Filed September 12, 2022
File No. 333-267375
Dear Eli Spiro:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed September 12, 2022
Cover Page
1.Disclose, if true, that the 3,530,000 shares of common stock being registered for resale
were issued to certain institutions and accredited investors in a private placement (the
“PIPE Investment”) upon the closing of the Business Combination.  Disclose the price
that each selling securityholder paid for such securities.  Highlight any differences in the
current trading price, the prices that the selling securityholders acquired their shares and
the price that the public securityholders acquired their shares.  Disclose that the selling
securityholders may experience a positive rate of return based on the current trading price,
while the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price and include any appropriate risk factor disclosure.

 FirstName LastNameEli Spiro
 Comapany NameNauticus Robotics, Inc.
 October 4, 2022 Page 2
 FirstName LastName
Eli Spiro
Nauticus Robotics, Inc.
October 4, 2022
Page 2
2.We note the significant amount of CLAQ common stock redeemed in connection with the
business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of your
common stock.
Prospectus Summary, page 1
3.Disclose the exercise price of your warrants compared to the market price of the
underlying securities.  If the warrants are out the money, please disclose the likelihood
that warrant holders will not exercise their warrants.  Provide similar disclosure in your
risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price.  As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.  If the company is likely to have to seek additional capital, discuss the effect of this
offering on the company’s ability to raise additional capital.
Services and Revenue, page 4
4.You disclose on page 6 a breakdown of the actual and projected revenue by services and
direct product sales.  We note that the projections for years 2022 through 2024 appear to
differ from those provided to and relied upon by CLAQ and its board, as disclosed in your
registration statement filed in connection with the business combination transaction.
Revise your disclosure to identify and discuss any changes in the updated projections
compared to those disclosed in connection with approval of the business combination.
Additionally, with a view toward further revisions, please tell us when and why the
revised projections were prepared and who they were distributed to prior to the business
combination.
Risk Factors, page 13
5.Provide risk factor disclosure advising as to specific sources of potential dilution holders
of your common stock may experience.  The risk factor should discuss potential dilution
from your public and private warrants, earnout shares, and options as well as the common
stock issuable upon conversion of the debentures and exercise of the warrants issued in
your PIPE financing.
Future sales of shares of the Combined Company’s common stock may depress its stock price.,
page 47
6.Revise your risk factor disclosure to highlight the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the

 FirstName LastNameEli Spiro
 Comapany NameNauticus Robotics, Inc.
 October 4, 2022 Page 3
 FirstName LastName
Eli Spiro
Nauticus Robotics, Inc.
October 4, 2022
Page 3
total number of shares outstanding.  Your statement that “[f]uture” sales of your common
stock may depress the market price of your securities should be updated given that this
prospectus is facilitating those sales.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Nauticus, page 61
7.We note that the projected revenues for 2022 were $23.4 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
CLAQ Board and CLAQ in connection with the evaluation of the Business Combination,
including $22.0 million in committed orders.  We also note that your actual revenues for
the six months ended June 30, 2022 was approximately $5.225 million.  It appears that
you may miss your 2022 revenue projection.  Please update your disclosure in the
Liquidity and Capital Resources section, and elsewhere, to provide updated information
about the company’s financial position and any additional risks to the business operations
and liquidity in light of these circumstances.
Material Contracts, page 89
8.We note your representation that various manufacturing and supply agreements are
included as exhibits to this registration statement.  This reference appears to have been
inadvertently included in this registration statement.  Please revise to update your
disclosures throughout the filing and address areas that appear to need updating or that
present inconsistencies in light of the fact that the business combination contemplated by
the Merger Agreement was consummated on September 9, 2022.
Selling Stockholders, page 115
9.Revise your tabular disclosure to include columns showing the shares of common stock
owned before and after the offering by the selling stockholders as a percentage of your
issued and outstanding shares.
10.We note your disclosure on page 115 that "[e]xcept for the ownership of the shares of
Common Stock, the Selling Stockholders have not had any material relationship with us
within the past three years."  It appears, however, that some of the selling stockholders
have participated in certain related party transactions with the company.  Please advise or
revise.
Exhibits
11.Please file the PIPE subscription agreement as an exhibit to your registration statement.

 FirstName LastNameEli Spiro
 Comapany NameNauticus Robotics, Inc.
 October 4, 2022 Page 4
 FirstName LastName
Eli Spiro
Nauticus Robotics, Inc.
October 4, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Blankenship

CORRESP
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CleanTech Acquisition Corp.

207 West 25th Street, 9th Floor

New York, New York 10001

August 12, 2022

VIA EDGAR

Mr. Patrick Faller

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: CleanTech Acquisition Corp. (the “Company”)

                                                                                Registration Statement on Form S-4

                                                                                (File No. 333-262431) (the “Registration Statement”)

Dear Mr. Faller:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that the Registration Statement will become effective as of 5:30 p.m. on August 12, or as soon thereafter as practicable.

    Very truly yours,

    CLEANTECH ACQUISITION CORP.

    By:
    /s/ Eli Spiro

    Name:
    Eli Spiro

    Title:
    Chief Executive Officer

August 11, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:  Registration Statement on Form S-4 (Registration No. 333-262431)
To whom it may concern:
Reference is made to the above-referenced registration statement (the “Registration
Statement”) of CleanTech Acquisition Corp. (the “Issuer”) under the Securities Act of 1933, as
amended (the “Securities Act”) , with respect to a proposed business combination involving a
merger, consolidation, exchange of securities , acquisition of assets, or similar transaction
involving a special purpose acquisition company and one or more target companies (the
“Transaction”) . The Registration Statement has not yet been  declared effective as of the time and
date of this letter.
This letter is to advise you that, effective as of the date of this letter and prior to the
effectiveness of the Registration Statement, our firm (i) has resigned from, or ceased or refused
to act in, every capacity and relationship in which we were described in the Registration
Statement as acting or agreeing to act (including , without limitation, any capacity or relationship
(A) required to be described unde r Paragraph (5) of Schedule A or (B) for which consent is
required under Section 7 of the Securities Act) with respect to the Transaction, and (ii) is taking
no steps to facilitate the Transaction, or any related financing transaction, and will not otherwise
participate, directly or indirectly, in the Transact ion from and after such date. In connection with
our resignation, our firm has waived any claim it may have to fees under any contract or
arrangement with any party to the transactions  to which the Registration Statement relates.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Ac t or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the Securities Act) will
be responsible for any part of the Registration S tatement. This notice is not intended to constitute
an acknowledgment or admission that we have been  or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with
respect to the Transaction.
Sincerely,
Cowen and Company, LLC
By:  _____________________
Name: Peter Finn
Title: Managing Director
Enclosures

 cc: CleanTech Acquisition Corp.

CORRESP
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CleanTech Acquisition Corp.

207 West 25th Street, 9th Floor

New York, New York 10001

August 11, 2022

VIA EDGAR

Mr. Patrick Faller

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  CleanTech Acquisition Corp. (the “Company”)

    Registration Statement on Form S-4

   (File No. 333-262431) (the “Registration
                                            Statement”)

Dear Mr. Faller:

On August 10, 2022, the
Company requested acceleration of the effective date and time of the Registration Statement to Thursday, August 11, 2022, at 4:00 p.m.,
or as soon thereafter as practicable. The Company hereby withdraws such request until further notice.

    Very truly yours,

    CLEANTECH ACQUISITION CORP.

    By:
    /s/ Eli Spiro

    Name:

        Title:

    Eli Spiro
Chief Executive Officer

CORRESP
1
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CleanTech
Acquisition Corp.

207 West 25th Street, 9th Floor

New York, New York 10001

August 10, 2022

VIA EDGAR

Mr. Patrick Faller

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  RE:
  CleanTech Acquisition Corp. (the “Company”)

  Registration Statement on Form S-4

  File No. 333-262431) (the “Registration Statement”)

Dear Mr. Faller:

The Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that the Registration
Statement will become effective as of 4:00 p.m. on August 11, or as soon thereafter as practicable.

    Very truly yours,

    CLEANTECH ACQUISITION CORP.

    By:
    /s/ Eli Spiro

    Name: Eli Spiro

Title: Chief Executive Officer

    Acceleration Request:

    333-262431

CORRESP
1
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    345
    Park Avenue

    New
    York, NY 10154-1895

    Direct
    212.407.4000

    Main 212.407.4000

    Fax 212.407.4990

August
5, 2022

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Patrick Faller

    Re:
    CleanTech
    Acquisition Corp.

Amendment
No. 8 to Registration Statement on Form S-4

Filed
August 2, 2022

File
No. 333-262431

Dear
Mr. Faller:

On
behalf of our client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the
staff of the Division of Corporation Finance of the Commission (the “Staff”) this letter setting forth the
Company’s response to the comments contained in the Staff’s letter dated August 5, 2022 (the “Comment Letter”)
regarding the Company’s Amendment No. 8 to the Registration Statement on Form S-4 (the “Last Amendment”).

The
Company has filed via EDGAR Amendment No. 9 to the Registration Statement (the “Amendment”), which reflects
the Company’s responses to the comments received from the Staff and certain updated information. Please note that our responses
below, insofar as relevant information relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”)
or matters arising from Nauticus’ participation in the preparation of the Amendment, are based on our discussions with and information
received from Nauticus or its counsel, Winston & Strawn LLP, who have similarly participated in the preparation and review of this
response letter.

For
ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All
page references in the responses set forth below refer to the page numbers in the Amendment.

Amendment
No. 8 to Form S-4 filed on August 2, 2022

General

    1.
    We note
    your response to prior comment 2 advising that “the RaaS model will have commenced by the end of 2022 but will not be considered
    as having been ‘fully commenced’ at the anticipated market rate for the production Nauticus Fleet assets.” As such,
    revise throughout the filing to remove any suggestion that the RaaS model will have “fully commenced” by the end
    of 2022. For example, on page 27 you state that the “RaaS model is anticipated to fully commence in late 2022 after the
    delivery of additional vehicles to increase the fleet size and after their respective commissioning.” Further, revise to disclose
    that the RaaS pricing will commence at a rate lower than the $40,000 per day currently disclosed, and clarify, if true, that the
    $40,000 per day rate will be implemented once the vehicles currently in production are delivered and commissioned.

Response:
The Company has revised its disclosures on pages 26, 27, and 123 to address the Staff’s comment.

    2.

    We note
    your disclosure on page 123 that the “Nauticus Fleet is expected to be commissioned and in the field by early 2023, with the
    underlying Aquanauts and Hydronauts being delivered by the end of the fourth quarter 2022.” However, your disclosure on page
    25 states that Nauticus has one existing Hydronaut currently fulfilling charter days and two more Hydronauts in production, which
    “were expected to be completed during the first quarter of 2023” but are now delayed to “early 2023” due to supply
    chain issues. If you do not expect the delivery of additional Hydronauts in 2022, please revise your disclosure on page 123 or advise.
    Additionally, to the extent known, specify whether you expect the additional Hydronauts to be delivered in the first or second quarter
    of 2023.

Response:
The Company has revised its disclosures on pages 25, 123, 125, and 185 to address the Staff’s comment.

Please
do not hesitate to contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions
or comments regarding this letter.

    Sincerely,

    /s/
    Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc: Eli Spiro

United States securities and exchange commission logo
August 5, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:CleanTech Acquisition Corp.
Amendment No. 8 to
Registration Statement on Form S-4
Filed August 2, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 1, 2022 letter.
Amendment No. 8 to Form S-4 filed on August 2, 2022
General
1.We note your response to prior comment 2 advising that "the RaaS model will have
commenced by the end of 2022 but will not be considered as having been ‘fully
commenced’ at the anticipated market rate for the production Nauticus Fleet assets." As
such, revise throughout the filing to remove any suggestion that the RaaS model will have
"fully commenced" by the end of 2022. For example, on page 27 you state that the "RaaS
model is anticipated to fully commence in late 2022 after the delivery of additional
vehicles to increase the fleet size and after their respective commissioning." Further,
revise to disclose that the RaaS pricing will commence at a rate lower than the $40,000

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 August 5, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
August 5, 2022
Page 2
per day currently disclosed, and clarify, if true, that the $40,000 per day rate will be
implemented once the vehicles currently in production are delivered and commissioned.
2.We note your disclosure on page 123 that the "Nauticus Fleet is expected to be
commissioned and in the field by early 2023, with the underlying Aquanauts and
Hydronauts being delivered by the end of the fourth quarter 2022." However, your
disclosure on page 25 states that Nauticus has one existing Hydronaut currently fulfilling
charter days and two more Hydronauts in production, which "were expected to be
completed during the first quarter of 2023" but are now delayed to "early 2023" due to
supply chain issues. If you do not expect the delivery of additional Hydronauts in 2022,
please revise your disclosure on page 123 or advise. Additionally, to the extent known,
specify whether you expect the additional Hydronauts to be delivered in the first or second
quarter of 2023.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.

CORRESP
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    345 Park Avenue

    New York, NY 10154-1895

    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

August 2, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

 Re: CleanTech Acquisition Corp.

Amendment No. 7 to Registration Statement on
Form S-4

Filed July 22, 2022

File No. 333-262431

Dear Mr. Faller:

On behalf of our client, CleanTech
Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division of Corporation
Finance of the Commission (the “Staff”) this letter setting forth the Company’s response to the comments
contained in the Staff’s letter dated August 1, 2022 (the “Comment Letter”) regarding the Company’s
Amendment No. 7 to the Registration Statement on Form S-4 (the “Last Amendment”).

The Company has filed via
EDGAR Amendment No. 8 to the Registration Statement (the “Amendment”), which reflects the Company’s responses
to the comments received from the Staff and certain updated information. Please note that our responses below, insofar as relevant information
relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”) or matters arising from Nauticus’
participation in the preparation of the Amendment, are based on our discussions with and information received from Nauticus or its counsel,
Winston & Strawn LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference, each
comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in the Amendment.

Amendment No. 7 to Registration Statement on
Form S-4 filed July 22, 2022

General

    1.
    We note your revisions indicating that 15,466,711 shares were redeemed at the special meeting in connection with the combination period extension. Please revise your letter to stockholders to disclose these redemptions. Provide risk factor disclosure if the redemptions in connection with the extension will make it more difficult for you to complete a Business Combination. For example, discuss the impact of the reduction in funds in the Trust Account and in the number of stockholders that you have and any impact on meeting or maintaining Nasdaq listing requirements.

Response: The Company has added disclosure to the
Letter to Stockholders and the Risk Factors section on page 89 of the Amendment in response to the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Nauticus, page 183

    2.

    We note your revised disclosure on page 185
    concerning the initial production run of the Nauticus Fleet, which states that the “first sets of robots were to be delivered
    in Q4 2022, with the remainder being fulfilled by the end of 2024,” but “the initial delivery of the first assets of the
    Nauticus Fleet has been delayed into 2023” due to supply chain disruptions. We also note your disclosures on page 26 that the
    “RaaS model is anticipated to fully commence in late 2022 after the delivery of additional vehicles to increase the fleet size
    and after their respective commissioning” and on page 125 that “the Nauticus fleet of robotic systems are [to be]
    commissioned in the 4th quarter of 2022.” With respect to your disclosure:

 ● Advise
whether references to the Nauticus Fleet and other robotics suggesting delivery of some units in 2022 throughout your registration statement
should be revised to reflect the delayed production schedule.

Response: The Company has revised its disclosures on pages 24 and 170 to address
the Staff’s comment.

 ● Clarify
whether the “first assets” of the Nauticus Fleet expected to be delivered in 2023 will consist solely of Hydronaut - Aquanaut
“pairs” or whether you may take delivery of some robotics systems separately.

Response: The Company has revised its disclosures on pages 25, 123, and 171 to
address the Staff’s comment. Additionally, the Company would like to note that the Nauticus Fleet is a brand moniker, and each asset
of the Nauticus Fleet consists of an Aquanaut – Hydronaut pair working in tandem. However, the production units comprising the pair
are manufactured, delivered, and commissioned into service separately. Furthermore, each component of the pair can be operated independently.
The Company has revised the Amendment to reflect that the first complete pairs of assets comprising a unit in the Nauticus Fleet are expected
to be commissioned in 2023 with some of the individual components to be delivered in 2022.

 ● We
note your disclosure on page 52 that “Nauticus expects to launch its core RaaS offering by the end of 2022. This evaluation is based
on the time to complete production of the initial RaaS fleet.” Revise your disclosure if the production delays have impacted when
you expect the RaaS model to “fully commence.”

Response: The RaaS model is still anticipated to commence by the end of 2022
with the currently available Hydronauts and Aquanauts in the Company’s inventory. We do not expect that the production delays will
have an impact on when the RaaS model is to “fully commence.” The fleet RaaS model reflects the utilization of any of the
Hydronauts and Aquanauts as a tandem pair/asset contracted for by a customer. Nauticus has previously clarified that Nauticus’ fleet
RaaS model may be executed using any Hydronaut or Aquanaut operating in tandem. Nauticus would like to additionally clarify that the use
of the term ‘fully commence’ is meant to describe the RaaS model at the originally intended offering rate of $40,000 per day.
In other words, and to remove all doubt, the RaaS model will be offered and commence at the end of 2022 through a preproduction Hydronaut
and a preproduction Aquanaut pair at a price point that is less than the originally noted $40,000 per day rate. This initial lower price
point is due to the differences between the preproduction and production Nauticus Fleet assets. Hence, the RaaS model will have commenced
by the end of 2022 but will not be considered as having been ‘fully commenced’ at the anticipated market rate for the production
Nauticus Fleet assets.

CLAQ Notes to Unaudited Condensed Financial
Statements

Note 10. Subsequent Events, page F-51

    3.
    Please revise to include a discussion of the recent material redemptions and the impact to your financial statements. Refer to ASC 855-10-50-2.

Response: The Company has added disclosure on page F-52 of the Amendment in response to the Staff’s comment.

Please do not hesitate to
contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc: Eli Spiro

United States securities and exchange commission logo
August 1, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:CleanTech Acquisition Corp.
Amendment No. 7 to Registration Statement on Form S-4
Filed July 22, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 15, 2022 letter.
Amendment No. 7 to Registration Statement on Form S-4 filed on July 22, 2022
General
1.We note your revisions indicating that 15,466,711 shares were redeemed at the special
meeting in connection with the combination period extension.  Please revise your letter to
stockholders to disclose these redemptions.  Provide risk factor disclosure if the
redemptions in connection with the extension will make it more difficult for you to
complete a Business Combination.  For example, discuss the impact of the reduction in
funds in the Trust Account and in the number of stockholders that you have and any
impact on meeting or maintaining Nasdaq listing requirements.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 August 1, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
August 1, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Nauticus, page 183
2.We note your revised disclosure on page 185 concerning the initial production run of the
Nauticus Fleet, which states that the "first sets of robots were to be delivered in Q4 2022,
with the remainder being fulfilled by the end of 2024," but "the initial delivery of the first
assets of the Nauticus Fleet has been delayed into 2023" due to supply chain disruptions.
We also note your disclosures on page 26 that the "RaaS model is anticipated to fully
commence in late 2022 after the delivery of additional vehicles to increase the fleet size
and after their respective commissioning" and on page 125 that "the Nauticus fleet of
robotic systems are [to be] commissioned in the 4th quarter of 2022."  With respect to
your disclosure:

•Advise whether references to the Nauticus Fleet and other robotics suggesting
delivery of some units in 2022 throughout your registration statement should be
revised to reflect the delayed production schedule.
•Clarify whether the "first assets" of the Nauticus Fleet expected to be delivered in
2023 will consist solely of Hydronaut - Aquanaut "pairs" or whether you may take
delivery of some robotics systems separately.
•We note your disclosure on page 52 that "Nauticus expects to launch its core RaaS
offering by the end of 2022. This evaluation is based on the time to complete
production of the initial RaaS fleet."  Revise your disclosure if the production delays
have impacted when you expect the RaaS model to "fully commence."
CLAQ Notes to Unaudited Condensed Financial Statements
Note 10. Subsequent Events, page F-51
3.Please revise to include a discussion of the recent material redemptions and the impact to
your financial statements.  Refer to ASC 855-10-50-2.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.

CORRESP
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    345 Park Avenue

    New York, NY 10154-1895

    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

July 22, 2022

Eli Spiro

Chairman and Chief Executive Officer

CleanTech Acquisition Corp.

207 West 25th Street, 9th Floor

New York, NY 10001

Re:  CleanTech Acquisition Corp.

Amendment No. 5 to Registration Statement on
Form S-4 Filed July 5, 2022

File No. 333-262431

Dear Mr. Faller:

On behalf of our
client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division
of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated July 15, 2022 (the “Comment Letter”) regarding the
Company’s Amendment No. 5 to the Registration Statement on Form S-4 (the “Last Amendment”).

The Company has
filed via EDGAR Amendment No. 7 to the Registration Statement (the “Amendment”), which reflects the Company’s
responses to the comments received from the Staff and certain updated information. Please note that our responses below, insofar as relevant
information relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”) or matters arising from Nauticus’
participation in the preparation of the Amendment, are based on our discussions with and information received from Nauticus or its counsel,
Winston & Strawn LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference,
each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in the Amendment.

Amendment No. 5 to Registration Statement on Form S-4 filed July
5, 2022

Risk Factors

The terms of certain of our current and likely future contracts
are highly sensitive and we are limited in our ability to disclose. . ., page 76

1. We note your response to prior comment 4 and revised disclosure on page 76 stating that “[a]ny future material contracts that
are of national security concern will be disclosed in redacted form.” To the extent you intend to rely on Item 601(b)(10)(iv) of
Regulation S-K to redact specific provisions or terms of any such material contract, please clarify that you will only redact information
that is both not material and is the type that you treat as private or confidential.

Response: The Company has revised its disclosure on page 76 in response to the Staff’s comments.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations of Nauticus, page 182

2. We note your response to prior comment 3 and disclosure on page 77 that Nauticus has faced supply chain disruptions “stemming
from limited availability of certain raw materials.” Please disclose the specific raw materials that have been or may be impacted.
Clarify if Nauticus anticipates incurring or has incurred additional costs as a result of supply chain disruptions. With respect to Nauticus’
experience of supply chain disruptions, revise your Management’s Discussion and Analysis to discuss known trends or uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce new material risks, including those related
to product quality, reliability, or regulatory approval of products.

Response: The Company has revised its disclosure on pages 77 and 185 in response to the Staff’s comments.

3. Please disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact on your cash flows,
liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the
inflation. Trends or uncertainties may include the impact of inflation on cost of sales, gross profit, inventory and taxes.

Response: The Company has revised its disclosure on page 185 in response to the Staff’s comments.

General

4. We note your response to prior comment 13. Please update your disclosure to reflect the outcome of your shareholder vote on the Charter
Amendment Proposal and the Trust Amendment Proposal, including the “Background of the Business Combination” where you should
explain the reason the amendments were sought, the conflicts of interest pertaining to your Co-Sponsors, directors and officer, and the
impact on the transaction. If the proposals were approved, clarify the amount by which each one-month extension will impact the per share
redemption and liquidation amount. Additionally, disclose the overall impact to the amount of funds in the Trust Account (and the amount
available for liquidation and/or redemption) if the proposals were approved and the combination period is extended; and disclose the impact
of a one-month extension and the cumulative impact for each subsequent one-month extension. Finally, please make appropriate updates about
the terms of the amended and restated certificate of incorporation and trust agreement and the related party extension loans where disclosed
in your registration statement, including, for example, the sections entitled “CLAQ’s Business” and “Related Party Extension
Loans.”

Response:
The Company’s stockholders approved the Charter Amendment Proposal and the Trust Amendment Proposal at the Company’s Special
Meeting of Stockholders on July 18, 2022. The Company filed two Form 8-Ks on July 19, 2022 announcing the voting and redemption results.
On July 19, 2022, the Company filed the Charter Amendment with the State of Delaware, and amended the Investment Management Trust Agreement
with Continental Stock Transfer & Trust Company. The Company has updated the disclosure throughout the Amendment, including in sections
such as “Background of the Business Combination” and “Related Party Extension Loans” to reflect these changes.

5. Refer to your Form 425 filed July 6, 2022 containing an interview transcript with management of CleanTech and Nauticus. With a view
toward revised disclosure, please tell us:

 ● How the following assertion is consistent with the disclosure in your registration statement: “We came in with a valuation that
we felt collectively was well below where it should have been priced. That gives a chance for investors to all make money here.”

Response:
The Company believes that this statement is consistent with the disclosure in the Amendment. The Company disclosed on pages 122-130 under
the section entitled “Certain Nauticus’ Projected Financial Information” that it compared Nauticus’ forecasts
to the market capitalization, enterprise value and implied valuation multiples of its selected publicly traded company peer set, and
calculated “the implied enterprise value of Nauticus to be in the range of $0.9 billion and $3.1 billion, a significant upside
to the $377 million of pro forma enterprise value called for in the transaction with Nauticus.”

    2

 ● The basis for stating your shareholders are “all long-term in mindset and are restricted at the outset.” In this regard,
we note that the registration rights agreements entered into by Nauticus, CleanTech and certain securityholders entitles those securityholders
to demand that the combined company register the resale of the subject securities.

Response: The Company believes that this statement
is consistent with the disclosure in the Amendment. For instance, (as disclosed on pages 32 and 109 of the Amendment), in connection with
the closing of the Business Combination, (i) CLAQ’s Co-Sponsors agreed to enter into a lock-up agreement (the “Sponsor Lock-up
Agreement”) pursuant to which the Co-Sponsors will not offer, sell, pledge or otherwise dispose of their securities commencing on
the Closing Date and the earlier of (x) the one year anniversary of the Closing Date; or (y) the date on which the volume weighted average
price of the shares equals or exceeds $13.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the
Closing on Nasdaq; and (ii) certain stockholders of Nauticus agreed to enter into similar lock-up agreement (the “Company Lock-up
Agreement”) except that, the lock-up period will end on the earlier of (x) the date that is 180 calendar days after the consummation
of the Business Combination, or (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. A copy of the Company Lock-up
Agreement and the Sponsor Lock-up Agreement are included as Exhibits H-1 and H-2, respectively to the Merger Agreement, a copy of which
has been filed as Exhibit 2.1 to the Amendment.

6. With respect to your Form 425 filed July 6, 2022, note that any written communication made in connection with the business combination
in reliance on Rule 165 requires the placement of a prominent legend that urges investors to read the relevant documents filed or to be
filed with the Commission because they contain important information. The legend also must explain to investors that they can get the
documents for free at the Commission’s web site and describe which documents are available free from the offeror.

Response:
The Company has re-filed the transcript on July 18, 2022 in response to the Staff’s comment. The legend was inadvertently omitted
when the transcript was filed, but the Company has endeavored to include the legend on all of its solicitation materials.

Please do not hesitate
to contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc: Eli Spiro

3

United States securities and exchange commission logo
July 15, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:CleanTech Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed July 5, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 1, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-4 filed July 5, 2022
Risk Factors
The terms of certain of our current and likely future contracts are highly sensitive and we are
limited in our ability to disclose. . ., page 76
1.We note your response to prior comment 4 and revised disclosure on page 76 stating that
"[a]ny future material contracts that are of national security concern will be disclosed in
redacted form."  To the extent you intend to rely on Item 601(b)(10)(iv) of Regulation S-K
to redact specific provisions or terms of any such material contract, please clarify that you
will only redact information that is both not material and is the type that you treat as
private or confidential.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 July 15, 2022 Page 2
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
July 15, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Nauticus, page 182
2.We note your response to prior comment 3 and disclosure on page 77 that Nauticus has
faced supply chain disruptions "stemming from limited availability of certain raw
materials."  Please disclose the specific raw materials that have been or may be impacted.
Clarify if Nauticus anticipates incurring or has incurred additional costs as a result of
supply chain disruptions.  With respect to Nauticus' experience of supply chain
disruptions, revise your Management's Discussion and Analysis to discuss known trends
or uncertainties resulting from mitigation efforts undertaken, if any.  Explain whether any
mitigation efforts introduce new material risks, including those related to product quality,
reliability, or regulatory approval of products.
3.Please disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by the
inflation.  Trends or uncertainties may include the impact of inflation on cost of sales,
gross profit, inventory and taxes.
General
4.We note your response to prior comment 13.  Please update your disclosure to reflect the
outcome of your shareholder vote on the Charter Amendment Proposal and the Trust
Amendment Proposal, including the "Background of the Business Combination" where
you should explain the reason the amendments were sought, the conflicts of interest
pertaining to your Co-Sponsors, directors and officer, and the impact on the transaction.
If the proposals were approved, clarify the amount by which each one-month extension
will impact the per share redemption and liquidation amount.  Additionally, disclose the
overall impact to the amount of funds in the Trust Account (and the amount available for
liquidation and/or redemption) if the proposals were approved and the combination period
is extended; and disclose the impact of a one-month extension and the cumulative impact
for each subsequent one-month extension.  Finally, please make appropriate updates about
the terms of the amended and restated certificate of incorporation and trust agreement and
the related party extension loans where disclosed in your registration statement, including,
for example, the sections entitled "CLAQ's Business" and "Related Party Extension
Loans."
5.Refer to your Form 425 filed July 6, 2022 containing an interview transcript with
management of CleanTech and Nauticus.  With a view toward revised disclosure, please
tell us:
•How the following assertion is consistent with the disclosure in your registration
statement:  "We came in with a valuation that we felt collectively was well below
where it should have been priced. That gives a chance for investors to all make
money here."
•The basis for stating your shareholders are "all long-term in mindset and are

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 July 15, 2022 Page 3
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
July 15, 2022
Page 3
restricted at the outset."  In this regard, we note that the registration rights agreements
entered into by Nauticus, CleanTech and certain securityholders entitles those
securityholders to demand that the combined company register the resale of the
subject securities.
6.With respect to your Form 425 filed July 6, 2022, note that any written communication
made in connection with the business combination in reliance on Rule 165 requires the
placement of a prominent legend that urges investors to read the relevant documents filed
or to be filed with the Commission because they contain important information.  The
legend also must explain to investors that they can get the documents for free at the
Commission's web site and describe which documents are available free from the offeror.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.

United States securities and exchange commission logo
July 7, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:CleanTech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 17, 2022
File No. 001-40611
Dear Mr. Spiro:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

  345 Park Avenue

                                                                    New York, NY 10154-1895

  Direct	212.407.4000

  Main	212.407.4000

  Fax	212.407.4990

July 7, 2022

United States
Securities and Exchange Commission

Division of Corporation
Finance

Office of Technology

100 F Street,
N.E.

Washington, D.C.
20549

Attn: Patrick
Faller

Re:  CleanTech
                                            Acquisition Corp.

    Preliminary
                                            Proxy Statement on Schedule 14A Amendment No. 1 Filed July 1, 2022

    File
                                            No. 001-40611

Dear Mr.
Faller:

On behalf of our
client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the
Division of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s
response to the oral comments received on July 7, 2022 (the “Oral Comments”) regarding the Company’s
revised Preliminary Proxy Statement on Schedule 14A filed on July 1, 2022.

In connection with
such comments, the Company will make the following revisions to the disclosure in the definitive proxy statement (italicized language
is the revised language):

 1. On the letter to stockholders and on pages 2, 9 and 17, the disclosure will be revised to read as follows:

The loans will be forgiven by the Co-Sponsors or their affiliates
if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
Each of the Charter Amendment, Trust Amendment, and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.

 2. On page 10, the disclosure will be revised to read as follows:

As of today, CLAQ Co-Sponsors have made an interest-free loan in the aggregate amount of $400,000 to the Company.
They will be repaid at the closing of the business combination, and therefore, funds available to the post-combination company will be
reduced by that same amount. No funds from the Trust Account would be used to repay such loans in the event of our liquidation.

***

If the Charter Amendment Proposal and the Trust Amendment Proposal
are approved, CLAQ’s Co-Sponsors will deposit in the Trust Account only $100,000 for each 1-month extension as interest-free loans
to be repaid by CLAQ upon consummation of an initial business combination. No funds from the Trust Account would be used to repay such
loans in the event of our liquidation.

 3. On page 12, the disclosure will be revised to read as follows:

If we liquidate, our public shareholders may only receive
$10.11 per share if the proposal in this proxy statement is approved and we extend our life one time (or $10.21 per share if the proposal
in this proxy statement is not approved by stockholders and we extend our life one time), and our warrants and rights will expire
worthless.

Please do not hesitate
to contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:  Eli Spiro

CORRESP
1
filename1.htm

    345 Park Avenue
    Direct
     212.407.4000

    Main
     212.407.4000

    New York, NY 10154-1895
    Fax
     212.407.4990

July 5, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

    Re:
    Cleantech Acquisition Corp.

    Amendment No. 4 to Registration Statement on Form S-4

    Filed June 17, 2022

    File No. 333-262431

Dear Mr. Faller:

On behalf of our
client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division
of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated July 1, 2022 (the “Comment Letter”) regarding the
Company’s Amendment No. 4 to the Registration Statement on Form S-4 (the “Last Amendment”).

The Company has
filed via EDGAR Amendment No. 5 to the Registration Statement (the “Amendment”), which reflects the Company’s
responses to the comments received from the Staff and certain updated information. Please note that our responses below, insofar as relevant
information relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”) or matters arising from Nauticus’
participation in the preparation of the Amendment, are based on our discussions with and information received from Nauticus or its counsel,
Winston & Strawn LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference,
each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in the Amendment.

Amendment No. 4 to Registration Statement on Form S-4 filed June
17, 2022

Ownership of the Post-Business Combination Company After the Closing,
page 34

 1. We note your response to prior comment 4. Please explain further how you determined that Roth and Lake Street were not engaged for
services provided in connection with this merger. In this regard, we note that the agreement with Roth filed as Exhibit 10.28 notes that
CLAQ “has retained Roth Capital Partners, LLC . . . to provide the Company with certain advisory services . . . relating to the Company’s
possible merger or other form of business combination transaction . . . between the Company and Nauticus Robotics, Inc.” Alternatively,
tell us why such services were engaged.

Response: Both Roth Capital Partners, LLC and Lake
Street Capital Markets, LLC were engaged in February 2022 after the Company have already entered into the merger agreement with Nauticus
in December 2021. The Company confirms that the services rendered by both firms pursuant to their respective engagement agreements were
disclosed on pages 35-36 and 117-118 of the Amendment.

Risk Factors

Nauticus has identified a material weakness in its internal control
over financial reporting. This material weakness could..., page 45

 2. We note your revised disclosure in response to prior comment 5. Please revise to include a similar discussion here, or provide a cross-reference
to your risk factor on page 65 where you disclose the detailed steps taken so far to remediate the identified material weakness in internal
control over financial reporting. Similar revisions should be made to your discussion of Internal Control Over Financial Reporting on
page 190.

Response: The Company has revised its disclosure on pages 47, 48, and 197 in
response to the Staff’s comments.

We rely on a limited number of suppliers for certain raw materials
and supplied components..., page 72

 3. This risk factors and the risk factor “Disputes with our subcontractors or the inability of our subcontractors to perform…“
on page 75 discuss potential risks related to your supply chain. Please update your risks characterized as potential if recent supply
chain disruptions have impacted your operations.

Response: The Company has revised its disclosure on pages
73, 74, 76, and 77 in response to the Staff’s comments.

The terms of certain of our current and likely future contracts
are highly sensitive and we are limited in our ability to disclose such term, page 75

 4. You indicate that you are limited in your ability to disclose sensitive terms in certain contracts and agreements, “including
terms that may affect our expected cash flows or the value of any collateral.” You also disclose that “[t]herefore, we have
not allowed third parties to review the terms of these agreements.” Please disclose whether CLAQ or its advisors were unable to
review the terms of any material agreements. If so, disclose how the CLAQ board considered this limitation in approving and recommending
the business combination with Nauticus. In addition, please revise your disclosure to remove any implication that you will not comply
with your disclosure obligations under the federal securities laws.

Response: The Company has revised its disclosure on page
76 in response to the Staff’s comments.

    2

Certain Nauticus’ Projected Financial Information, page 118

 5. We note your response to prior comment 3 and your disclosure on page 119 that the “statements and disclosures in the table above,
related to the RaaS service revenue, are subject to the same qualifications and assumptions described in Footnote (1) above.” Footnote
(1) does not appear to include any assumptions or qualifications. Clarify, if true, that the information disclosed in the table is subject
to the same qualifications and assumptions applied to the revenue projections disclosed under “Proposal 1 - The Business Combination
Proposal - Certain Nauticus’ Projected Financial Information.”

Response: [ The Company has revised its disclosure on page 122 in response to the
Staff’s comments.

 6. We note your disclosure on page 24 that the Hydronaut 1 is currently fulfilling charter days for a Large Confidential Government Contractor
and that the “lease agreement for Hydronaut 1 was based on a usage rate of $6,000 per day, with no fixed number of operational days,
beginning on January 31, 2022.” We further note your disclosure on page 121 appearing to describe the 18-month contract with a Large
Confidential Government Contractor that states the Hydronaut “is not included in the lease portion, but instead is chartered through
the engineering services portion of the contract as a direct cost to the program.” Advise whether Nauticus has a separate lease agreement
for the Hydronaut 1 in addition to it being chartered to the Large Confidential Government Contractor through the engineering service
portion of the contract provided as Exhibit 10.25. Disclose on page 121 if the 18-month Aquanaut lease began in June 2021, as disclosed
on page 172. If the Hydronaut charter arrangement began after June 2021, but is contemplated by the June 2021 18-month agreement, please
clarify this timing. If there are separate arrangements for the Hydronaut that began in June 2021 and/or January 2022, as applicable,
please update your disclosure throughout the registration statement as appropriate.

Response: The Company has revised disclosure on pages
25 and 124 in response to the Staff’s comments. In addition, Company would like to clarify that (i) there is no contemplation of
the Hydronaut in the 18-month lease agreement, and (ii) no separate contract was entered into by the parties in order to approve this
separate arrangement.

 7. We note your response to prior comment 6. You disclose on page 121 that for the Aquanaut “some of the labor costs associated
with such operations is accounted for through another contract.” Your revised disclosure on the same page says “[a]ll support
costs for the Aquanaut and Hydronaut are included in the lease and charter fees charged to the customer.” Please clarify whether
support costs include labor costs in this context. To help investors better understand how this arrangement is not “precisely”
a RaaS lease, discuss the extent and type of costs that are or are not being provided by Nauticus for this contract that would be provided
under an RaaS model.

Response: The Company has revised its disclosure on page
124 in response to the Staff’s comments.

    3

 8. We note your statement on page 120 referring to the “commercial fleet size as disclosed in the investor deck.” Please include
the referenced information from the investor desk in your disclosure.

Response: The Company has revised its disclosure on page
123 in response to the Staff’s comments.

Material U.S. Federal Income Tax Consequences, page 150

 9. We note you have filed the opinion of Winston & Strawn that the Merger will qualify as a “reorganization” for U.S.
federal income tax purposes within the meaning of Section 368(a) of the Code. Please have counsel revise its opinion to also opine on
the resulting material U.S. federal tax consequences to Nauticus stockholders who are receiving shares in the Merger. Revise to discuss
these material tax consequences in this section and the related Q&A.

Response: The Company has revised its disclosure on pages 17, 154, and 159 to 161 in response to the Staff’s comments.

Related Party Loans, page 241

 10. We note your response to prior comment 7. Please update your disclosure regarding loans from Chardan Capital Markets, LLC, CLAQ’s
Co-Sponsors, or the officers and directors as of the latest practicable date.

Response: The Company has updated the disclosure on
pages 13, 40, 87 and 129 of the Amendment in response to the Staff’s comment.

Nauticus Robotics, Inc. Notes to Financial Statements

2. Summary of Significant Accounting Policies

Revenue Recognition, page F-59

 11. We note your revised disclosure and response to prior comment 9. Please further revise to disclose more appropriate time bands of
when you expect to recognize the approximately $49 million of unsatisfied performance obligation as of December 31, 2021 included in the
“thereafter” category. Similar revisions should be made in your interim footnote disclosure on page F-80. Refer to ASC 606-10-50-13(b).

Response: The Company has revised its disclosure on
pages F-60 and F-80 in response to the Staff’s comments.

General

 12. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability
to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: The Company has added disclosure on page
79 in response to the Staff’s comments

    4

 13. We note that you have filed a preliminary proxy statement on Schedule 14A on June 17, 2022, to seek shareholder approval to amend
the extension provisions of your current charter and Trust Agreement. Please update your registration statement to disclose whether you
intend to extend the time to consummate a business combination and whether you intend to do so under your current charter and Trust Agreement
or, if approved, the proposed amendments to your charter and Trust Agreement. Discuss the consequences of extending your time to consummate
a business combination on the merger with Nauticus under the current or proposed provisions and the resulting benefits and detriments
to public shareholders and the post-Business Combination company. Additionally, update your disclosure describing the Related Party Extension
Loans and add appropriate disclosure about the conflicts and potential benefits to your Co-Sponsors, directors and officers if the charter
amendment proposal and Trust Amendment proposals are approved instead of the existing extension provisions remaining in place. Lastly,
consider what impact the extension provisions may have on your pro forma financial statements.

Response: The Company has added disclosure on pages
12, 38, 85-86 and 127-128 in response to the Staff’s comments. The Company believes if the extension proposal is adopted, the most
probable scenario is the one-month extension of the SPAC, resulting in an additional $100,000 deposited in the trust account. Based on
the uncertain nature of an extension occurring and the most probable scenario is not considered material, the pro-forma financial information
has not been updated in the Amendment to reflect any extension proposal.

Please do not hesitate
to contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc: Eli Spiro

5

CORRESP
1
filename1.htm

    345 Park Avenue
 New York, NY 10154-1895

    Direct

    Main

    Fax

    212.407.4000

    212.407.4000

    212.407.4990

July 1, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

 Re: Cleantech Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A Filed June 17, 2022

File No. 001-40611

Dear Mr. Faller:

On behalf of our
client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division
of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated June 29, 2022 (the “Comment Letter”) regarding the
Company’s Preliminary Proxy Statement on Schedule 14A filed on June 17, 2022. The Company has filed via EDGAR Amendment no. 1 to
the Proxy Statement (the “Amendment”) which reflects the Company’s responses to the comments received
by the Staff and certain updated information.

For ease of reference, each comment contained in the Comment Letter
is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page
numbers in the Amendment.

Preliminary Proxy Statement on Schedule 14A filed on June 17, 2022

General

1. Please discuss why you are seeking shareholder approval to amend the
extension provisions of your current charter and Trust Agreement. While you indicate that you believe you will need an extension, and
you disclose how the proposed charter and Trust Agreement amendments will operate, you do not address why the company has decided to hold
a special meeting to vote on amending the existing extension provisions when the existing provisions would permit an extension without
a separate shareholder vote. Specifically address why the board of directors recommends that shareholders vote for amending the extension
provisions rather than retaining the existing extension provisions.

Response:
The Company has revised the disclosure in the Letter to Stockholders, and on pages 2, 9, and 17 of the Amendment in response to the
Staff’s comment.

 2. Prominently disclose and quantify the potential benefits and detriments to public shareholders and the post-Business Combination company
if the Charter Amendment Proposal and Trust Amendment Proposal are approved instead of the existing extension provisions remaining in
place under your current charter and Trust Agreement. Examples include the following:

 ● Public stockholders will forfeit the right to receive up to $1,725,000 and up to an aggregate of $3,450,000 upon liquidation of the
company under the existing Trust Agreement if the company seeks to extend the Combination Period for three or six months, respectively,
but does not consummate a Business Combination;

 ● There will be a reduction of the per-share redemption and liquidation amount public stockholders would otherwise be entitled to if
the Combination Period is extended and stockholders seek redemption or a business combination is not consummated, as applicable. Quantify
the reduced liquidation and per-share redemption amounts;

 ● Your disclosure indicating that loans made by the Co-Sponsors or their affiliates for each Contribution to the Trust Account as an
Extension Payment will be forgiven if the Company is unable to consummate an initial business combination" except to the extent of
any funds held outside of the Trust Account" means that, in case of a liquidation, no Trust Account funds will be used to repay the
Co-Sponsors or their affiliates. However, any funds used to repay the Co-Sponsors or their affiliates will reduce funds otherwise available
to the post-Business Combination company; and

 ● Public stockholders will be able to redeem their shares in connection with this vote, but would not be able to redeem their shares
in connection with the extension of the Combination Period under the current charter and Trust Agreement because it does not require a
stockholder vote.

Response: The Company has revised the disclosure on
page 10 of the Amendment in response to the Staff’s comment.

 3. In addition, prominently disclose and quantify the conflicts and potential benefits to your Co-Sponsors, directors and officers if
the Charter Amendment Proposal and Trust Amendment Proposal are approved instead of the existing extension provisions remaining in place.
For example,

 ● Your initial stockholders or their affiliates will no longer be required to make a payment of $1,725,000 prior to each three-month
extension (up to $3,450,000 in the aggregate) and these amounts may not be repaid if a business combination is not consummated to the
extent funds are not available outside of the Trust Account; and

    2

 ● Instead, your Co-Sponsors or their affiliates will make smaller payments of $100,000 for each 1-month extension as non-interest bearing
loans to be repaid by the company upon consummation of an initial business combination.

Response: The Company has revised the disclosure on
page 10 of the Amendment in response to the Staff’s comment.

 4. We note your disclosure that, if the proposals are approved, your stockholders have "the right to redeem your public shares
                                                             into a pro rata portion of the Trust Account in the event a business combination is approved and completed." Clarify, if true,
                                                             that stockholders must demand redemption of their shares at least two business days before the special meeting approving the
                                                             business combination in order to properly exercise their redemption rights and cannot exercise their redemption rights after the
                                                             business combination is submitted to a vote by the stockholders at the special meeting.

Response: The Company has revised the disclosure in
the Letter to the Stockholders, and on pages 2, 3, 12, 16 and 18 of the Amendment in response to the Staff’s comment.

 5. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
Please also tell us whether anyone or any entity associated with or otherwise involved in your pending business combination transaction,
is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include disclosure that addresses how this fact could
impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result,
the pool of potential targets with which you could complete an initial business combination may be limited if you are unable to consummate
your pending business combination. Further, disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation
in the combined company, and the warrants, which would expire worthless.

Response: The Company has revised the disclosure on
page 12 of the Amendment in response to the Staff’s comment.

Please do not hesitate to contact Jane Tam at
(202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:       Eli Spiro

3

United States securities and exchange commission logo
July 1, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Cleantech Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed June 17, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed June 17, 2022
Ownership of the Post-Business Combination Company After the Closing, page 34
1.We note your response to prior comment 4.  Please explain further how you determined
that Roth and Lake Street were not engaged for services provided in connection with this
merger.  In this regard, we note that the agreement with Roth filed as Exhibit 10.28 notes
that CLAQ "has retained Roth Capital Partners, LLC . . . to provide the Company with
certain advisory services . . . relating to the Company’s possible merger or other form of
business combination transaction . . . between the Company and Nauticus Robotics, Inc."
Alternatively, tell us why such services were engaged.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 July 1, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
July 1, 2022
Page 2
Risk Factors
Nauticus has identified a material weakness in its internal control over financial reporting. This
material weakness could..., page 45
2.We note your revised disclosure in response to prior comment 5.  Please revise to include
a similar discussion here, or provide a cross-reference to your risk factor on page 65
where you disclose the detailed steps taken so far to remediate the identified material
weakness in internal control over financial reporting. Similar revisions should be made to
your discussion of Internal Control Over Financial Reporting on page 190.
We rely on a limited number of suppliers for certain raw materials and supplied components...,
page 72
3.This risk factors and the risk factor “Disputes with our subcontractors or the inability of
our subcontractors to perform…” on page 75 discuss potential risks related to your supply
chain. Please update your risks characterized as potential if recent supply chain
disruptions have impacted your operations.
The terms of certain of our current and likely future contracts are highly sensitive and we are
limited in our ability to disclose such term, page 75
4.You indicate that you are limited in your ability to disclose sensitive terms in certain
contracts and agreements, “including terms that may affect our expected cash flows or the
value of any collateral.” You also disclose that “[t]herefore, we have not allowed third
parties to review the terms of these agreements.” Please disclose whether CLAQ or its
advisors were unable to review the terms of any material agreements. If so, disclose how
the CLAQ board considered this limitation in approving and recommending the business
combination with Nauticus. In addition, please revise your disclosure to remove any
implication that you will not comply with your disclosure obligations under the federal
securities laws.
Certain Nauticus' Projected Financial Information, page 118
5.We note your response to prior comment 3 and your disclosure on page 119 that the
"statements and disclosures in the table above, related to the RaaS service revenue, are
subject to the same qualifications and assumptions described in Footnote (1) above."
Footnote (1) does not appear to include any assumptions or qualifications.  Clarify, if true,
that the information disclosed in the table is subject to the same qualifications and
assumptions applied to the revenue projections disclosed under “Proposal 1 - The
Business Combination Proposal - Certain Nauticus’ Projected Financial Information.”
6.We note your disclosure on page 24 that the Hydronaut 1 is currently fulfilling charter
days for a Large Confidential Government Contractor and that the "lease agreement for
Hydronaut 1 was based on a usage rate of $6,000 per day, with no fixed number of
operational days, beginning on January 31, 2022."  We further note your disclosure on

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 July 1, 2022 Page 3
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
July 1, 2022
Page 3
page 121 appearing to describe the 18-month contract with a Large Confidential
Government Contractor that states the Hydronaut "is not included in the lease portion, but
instead is chartered through the engineering services portion of the contract as a direct
cost to the program."  Advise whether Nauticus has a separate lease agreement for the
Hydronaut 1 in addition to it being chartered to the Large Confidential Government
Contractor through the engineering service portion of the contract provided as Exhibit
10.25.  Disclose on page 121 if the 18-month Aquanaut lease began in June 2021, as
disclosed on page 172.  If the Hydronaut charter arrangement began after June 2021, but is
contemplated by the June 2021 18-month agreement, please clarify this timing.  If there
are separate arrangements for the Hydronaut that began in June 2021 and/or January 2022,
as applicable, please update your disclosure throughout the registration statement as
appropriate.
7.We note your response to prior comment 6.  You disclose on page 121 that for the
Aquanaut "some of the labor costs associated with such operations is accounted for
through another contract."  Your revised disclosure on the same page says "[a]ll support
costs for the Aquanaut and Hydronaut are included in the lease and charter fees charged to
the customer."  Please clarify whether support costs include labor costs in this context.  To
help investors better understand how this arrangement is not "precisely" a RaaS lease,
discuss the extent and type of costs that are or are not being provided by Nauticus for this
contract that would be provided under an RaaS model.
8.We note your statement on page 120 referring to the "commercial fleet size as disclosed in
the investor deck."  Please include the referenced information from the investor desk in
your disclosure.
Material U.S. Federal Income Tax Consequences, page 150
9.We note you have filed the opinion of Winston & Strawn that the Merger will qualify as a
“reorganization” for U.S. federal income tax purposes within the meaning of Section
368(a) of the Code. Please have counsel revise its opinion to also opine on the resulting
material U.S. federal tax consequences to Nauticus stockholders who are receiving shares
in the Merger. Revise to discuss these material tax consequences in this section and the
related Q&A.
Related Party Loans, page 241
10.We note your response to prior comment 7.  Please update your disclosure regarding loans
from Chardan Capital Markets, LLC, CLAQ’s Co-Sponsors, or the officers and directors
as of the latest practicable date.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 July 1, 2022 Page 4
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
July 1, 2022
Page 4
Nauticus Robotics, Inc. Notes to Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-59
11.We note your revised disclosure and response to prior comment 9.  Please further revise to
disclose more appropriate time bands of when you expect to recognize the approximately
$49 million of unsatisfied performance obligation as of December 31, 2021 included in
the "thereafter" category.  Similar revisions should be made in your interim footnote
disclosure on page F-80. Refer to ASC 606-10-50-13(b).
General
12.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
13.We note that you have filed a preliminary proxy statement on Schedule 14A on June 17,
2022, to seek shareholder approval to amend the extension provisions of your current
charter and Trust Agreement.  Please update your registration statement to disclose
whether you intend to extend the time to consummate a business combination and whether
you intend to do so under your current charter and Trust Agreement or, if approved, the
proposed amendments to your charter and Trust Agreement. Discuss the consequences of
extending your time to consummate a business combination on the merger with Nauticus
under the current or proposed provisions and the resulting benefits and detriments to
public shareholders and the post-Business Combination company.  Additionally, update
your disclosure describing the Related Party Extension Loans and add appropriate
disclosure about the conflicts and potential benefits to your Co-Sponsors, directors and
officers if the charter amendment proposal and Trust Amendment proposals are approved
instead of the existing extension provisions remaining in place. Lastly, consider what
impact the extension provisions may have on your pro forma financial statements.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 July 1, 2022 Page 5
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
July 1, 2022
Page 5
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Kathleen Krebs, Special Counsel, at (202) 551-33501 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.

United States securities and exchange commission logo
June 29, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:CleanTech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 17, 2022
File No. 001-40611
Dear Mr. Spiro:
            We have limited our review of your filing to those issues addressed in our comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond.  If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed on June 17, 2022
General
1.Please discuss why you are seeking shareholder approval to amend the extension
provisions of your current charter and Trust Agreement. While you indicate that you
believe you will need an extension, and you disclose how the proposed charter and Trust
Agreement amendments will operate, you do not address why the company has decided to
hold a special meeting to vote on amending the existing extension provisions when the
existing provisions would permit an extension without a separate shareholder vote.
Specifically address why the board of directors recommends that shareholders vote for
amending the extension provisions rather than retaining the existing extension provisions.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 June 29, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
June 29, 2022
Page 2
2.Prominently disclose and quantify the potential benefits and detriments to public
shareholders and the post-Business Combination company if the Charter Amendment
Proposal and Trust Amendment Proposal are approved instead of the existing extension
provisions remaining in place under your current charter and Trust Agreement.  Examples
include the following:
•Public stockholders will forfeit the right to receive up to $1,725,000 and up to an
aggregate of $3,450,000 upon liquidation of the company under the existing Trust
Agreement if the company seeks to extend the Combination Period for three or six
months, respectively, but does not consummate a Business Combination;
•There will be a reduction of the per-share redemption and liquidation amount public
stockholders would otherwise be entitled to if the Combination Period is extended
and stockholders seek redemption or a business combination is not consummated, as
applicable.  Quantify the reduced liquidation and per-share redemption amounts;
•Your disclosure indicating that loans made by the Co-Sponsors or their affiliates for
each Contribution to the Trust Account as an Extension Payment will be forgiven if
the Company is unable to consummate an initial business combination "except to the
extent of any funds held outside of the Trust Account" means that, in case of a
liquidation, no Trust Account funds will be used to repay the Co-Sponsors or their
affiliates. However, any funds used to repay the Co-Sponsors or their affiliates will
reduce funds otherwise available to the post-Business Combination company; and
•Public stockholders will be able to redeem their shares in connection with this vote,
but would not be able to redeem their shares in connection with the extension of the
Combination Period under the current charter and Trust Agreement because it does
not require a stockholder vote.
3.In addition, prominently disclose and quantify the conflicts and potential benefits to your
Co-Sponsors, directors and officers if the Charter Amendment Proposal and Trust
Amendment Proposal are approved instead of the existing extension provisions remaining
in place. For example,
•Your initial stockholders or their affiliates will no longer be required to make
a payment of $1,725,000 prior to each three-month extension (up to $3,450,000 in the
aggregate) and these amounts may not be repaid if a business combination is not
consummated to the extent funds are not available outside of the Trust Account; and
•Instead, your Co-Sponsors or their affiliates will make smaller payments of $100,000
for each 1-month extension as non-interest bearing loans to be repaid by the company
upon consummation of an initial business combination.
4.We note your disclosure that, if the proposals are approved, your stockholders have "the
right to redeem your public shares into a pro rata portion of the Trust Account in the event
a business combination is approved and completed."  Clarify, if true, that stockholders
must demand redemption of their shares at least two business days before the special
meeting approving the business combination in order to properly exercise their
redemption rights and cannot exercise their redemption rights after the business
combination is submitted to a vote by the stockholders at the special meeting.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 June 29, 2022 Page 3
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
June 29, 2022
Page 3
5.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in your pending business combination
transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also
include disclosure that addresses how this fact could impact your ability to complete your
initial business combination. For instance, discuss the risk to investors that you may not
be able to complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited if you are unable to consummate your pending business
combination. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    345
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    Direct   212.407.4000

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                                            Fax        212.407.4990

June 16, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

 Re: Cleantech Acquisition Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed May 23, 2022

File No. 333-262431

Dear Mr. Faller:

On behalf of our
client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division
of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated June 14, 2022 (the “Comment Letter”) regarding the
Company’s Amendment No. 3 to the registration statement on Form S-4 filed on May 23, 2022 (the “Amendment No. 3”).

The Company has
filed via EDGAR Amendment No. 4 to the Registration Statement (the “Amendment No. 4”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. Please note that our responses below, insofar as relevant
information relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”) or matters arising from Nauticus’
participation in the preparation of Amendment No. 4, are based on our discussions with and information received from Nauticus or its counsel,
Winston & Strawn LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference,
each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in the Amendment.

Amendment No. 3 to Registration Statement on Form S-4 filed May
23, 2022

Summary of the Proxy Statement/Prospectus

The Parties to the Business Combination

Nauticus Robotics, Inc., page 22

 1. We note your revised disclosure about the Aquanaut on page 23 stating that
“Nauticus has produced two units, one developmental unit and a pre-production unit.” Advise if the two Aquanauts already produced
include the “pre-production” unit. Additionally, revise your disclosure to clarify what is meant by “pre-production.”

Response: The Company acknowledges the Staff’s comment and advises
that Staff that it has revised its disclosures on page 23 to address the Staff’s comment.

Services and Revenue, page 24

 2. We note your response to prior comment 5. However, as previously requested,
your response does not “tell us whether the added projections were prepared as part of the projected financial information that Nauticus
provided to CLAQ prior to its approval of the Business Combination.” The financial projections disclosed under the caption “Certain
Nauticus’ Projected Financial Information” do not include separate line items for “Services” and “Direct Product
Sales.” Disclose whether these projections, i.e. the separate projections disclosing projected revenues for “Services”
and “Direct Product Sales,” were prepared by Nauticus’ management and included in the information provided to and relied upon
by the Company and the CLAQ Board for purposes of its financial analyses and approval, as summarized on page 113. If so, please include
these line items in your disclosure on page 113. If not, please disclose when these additional projections were prepared and who prepared
them.

Response: The Company acknowledges the Staff’s comment and advises
that Staff that it has revised its disclosures on pages 26 and 119 - 121 to address the Staff’s comment.

 3. Additionally, we note your revised disclosure stating that “[i]n 2024,
the service fleet is expected to expand and the revenue from the RaaS business is estimated to account for $117.4 million of the total
projected revenue of $146.0 million from services.” As these projections do not appear in your disclosure on page 113, clarify whether
your statements on page 25 are subject to the same qualifications and assumptions that footnote (1) to your table on page 25 states apply
to the disclosures in the table. Further, as your projections on page 113 do not include information about “Services” and “Direct
Product Sales,” tell us if additional assumptions were needed to compute these figures and make the appropriate disclosures. In that
regard, your additional projections on page 25 seem to depend on information not addressed on pages 113 and 114, including the amount
of services you will be providing as commercial services and engineering services and the amount of product sales of the Aquanaut and
Argonaut, for example. With a view toward supplemental disclosure, tell us how Nauticus has a reasonable basis to make such projections
about its “Services” and “Direct Product Sales” through 2024 and clearly disclose the basis for projecting this revenue
growth and the factors or contingencies that would affect such growth ultimately materializing.

Response: The Company acknowledges the
Staff’s comment and advises that Staff that it has revised its disclosures on pages 26 and 119-121 to address the Staff’s
comment.

Ownership of the Post-Business Combination Company After the Closing,
page 32

 4. We note your response to prior comment 8. Clarify whether Roth and Lake
Street were engaged by CLAQ for services to be provided in connection with the business combination transaction with Nauticus or advise.

Response: Roth and Lake Street were not engaged by CLAQ for services provided
in connection with the business combination transaction with Nauticus.

Risk Factors

Nauticus has identified a material weakness in its internal control
over financial reporting. This material weakness could..., page 45

 5 We note your added disclosure on page 65 that you hired a
senior accountant and accounts receivable staff as of March 31, 2022 as part of your plan to remediate the material weakness in internal
controls over financial reporting. Please revise to disclose this information here. Also, with regard to your statement that you expect
to hire new personnel by the end of April 2022, clarify what other full-time employees, if any, you have hired or still plan to hire.

Response: The Company acknowledges the Staff’s comment and advises
that Staff that it has revised its disclosures in the “Risk Factors” section on page 65 to address the Staff’s comment.

    2

Certain Nauticus’ Projected Financial Information, page 112

 6. We note your response to prior comment 12 and reissue our comment in part. We also note your disclosure
that “Nauticus provides all labor and other operating costs associated with the deployment of the Hydronaut and Aquanaut, unless
otherwise prescribed by the secondary contract that the lease supports.” Clarify whether the Hydronaut is included in your 18-month
lease contract or subject to other lease contracts that you characterize as not “precisely” RaaS leases. In that regard, we
note your disclosure on page 23 that the “first Hydronaut is currently fulfilling charter days for a Large Confidential Government
Contractor.” Further, we note your revised disclosure does not indicate to what extent labor and other operating costs are provided
for by secondary contracts in your 18-month lease agreement for the Aquanaut and/or the Hydronaut. Clearly disclose what costs or services
Nauticus is providing in connection with the operation of the Aquanaut and/or Hydronaut for this 18-month lease arrangement or in other
similar arrangements, including to what extent you are providing “some” of the labor costs associated with any such deployment(s).
Additionally, to the extent this 18-month lease agreement is not described in your contract to be provided as Exhibit 10.25, please supplementally
provide us the relevant agreement(s).

Response: The Company acknowledges the Staff’s comment and advises
that Staff that it has revised its disclosures on page 121 to address the Staff’s comment.

Related Party Loans, page 232

 7. We note your response to prior comment 17. In your response to us dated April 27, 2022, you stated that
“Chardan has not loaned funds to CLAQ since the beginning of last fiscal year.” As previously requested, revise your disclosure
here to disclose (1) any outstanding loans made by Chardan Capital Markets, LLC or (2) any outstanding loans made by the officers or directors
of CLAQ’s Co-Sponsors. If there are no such loans, include such disclosure in your proxy statement/prospectus.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 242 to address the Staff’s comment.

Cleantech Acquisition Corp. Notes to Consolidated Financial Statements
Note 1. Description of Organization and Business Operations, page F-7

 8. We note your revised disclosures in response to prior comment
18. Please tell us how you determined that the warrants will be exercisable into 3,063,735 shares of the Combined Company’s common stock.
In this regard, you state that the number of shares of common stock into which the warrants are exercisable is equal to 100% of the outstanding
principal amount to the Debentures divided by a conversion price of $15.00, which would appear to equate to 2,530,612 shares.

Response: The Company acknowledges
the Staff’s comment and has corrected the disclosure on the Letter to the Stockholders and throughout the Amendment No. 4 to
be consistent with the terms of the agreements (see Exhibit 10.14 and 10.14.1), and to address the Staff’s comment.

    3

Nauticus Robotics, Inc. Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue, page F-79

 9. You state in your response to prior comment 20, as well as your revised disclosure on page F-59, that
there are no remaining performance obligations that are not included on your balance sheets. Please tell us how the various contracts
disclosed in the table on page 175 were considered in your remaining performance obligations disclosures.

Response: The Company acknowledges the
Staff’s comment and advises the Staff it has revised the disclosure on page F-60 and page F-80 of Amendment No. 4 in response to the
Staff’s comment.

In addition to the disclosures on pages F-60 and
F-80, please see the table below regarding unfulfilled performance obligations for the uncompleted contracts as of March 31, 2022, which
are evaluated below in the designated footnotes. The table below also includes some of the contracts from Page 183 and other uncompleted
sales contracts. All other contracts have been completed in full and there are no remaining performance obligations. If any of our contracts
were to be modified or terminated, the expected value of the unfilled performance obligations of such contracts would be reduced.

    Recognized Through
    Unfulfilled

    Product/Contract
    Footnote
    Total Contract
    March 31,

 2022
    Performance

Obligation

    Large
    Confidential Government Contractor - Aquanaut Charter(a)
    a)
      2,270,000
      1,135,000
      1,135,000

    Large Confidential
    Government Contractor(b)
    b)
      9,544,084
      4,037,475
      5,506,609

    Defense Innovation
    Unit(c)
    c)
      3,432,584
      261,134
      3,171,450

    Triumph Subsea
    Construction Limited(d)
    d)
      54,200,000
      -
      54,200,000

    IKM Subsea AS(e)
    e)
      330,000
      -
      330,000

    Total Revenue

      69,776,668
      5,433,609
      64,343,059

(a) The Large Confidential Government Contractor – Aquanaut Charter relates to the 18-month lease of an Aquanaut vehicle as more
fully described in Note 2 to the audited financial statements. The unfulfilled performance obligations are disclosed in Note 2 to the
audited financial statements.

(b) The Large Confidential Government Contractor contract is a cost plus fixed fee contract in which revenue is being recognized over
time. There are no future performance obligations that are not already included in the balance sheet and disclosed in Note 2 to the audited
financial statements.

(c) The Defense Innovation Contract is a fixed fee contract in which revenue is recognized at various points in time based on the completion
of separate and distinct stages.

(d) The Triumph Subsea Construction Limited contract is for delivery of
4 Aquanauts and 4 Hydronauts from 2022 through 2025 in Note 1 to the audited financial statements. The construction of the vessels is
underway and current costs related to these vessels are recorded in WIP – Inventory as of the first quarter of 2022.

(e) There is a sales contract with an unrelated third party to
deliver 1 Olympic Arm during the year ending December 31, 2022. This contract was not included in the table on Page 183 as revenue will
not be recognized until final delivery and acceptance of the Olympic Arm.

    4

 10. We note your response to prior comment 21. Please provide us with your analysis as to why the costs related
to the construction of this Aquanaut vehicle qualified to be expensed as incurred rather than capitalized as a tangible asset. Refer to
guidance in ASC 730-10-25-2, which states that equipment constructed for research and development (R&D) activities that have future
uses, including in R&D projects or otherwise, should be capitalized as tangible assets when constructed. In your response, specifically
address what your intended purpose was for constructing this vehicle and what you planned to use it for once constructed.

Response: The Company acknowledges the
Staff’s comment and responds as follows:

Nauticus’ intended purpose of the Aquanaut vessel
was to focus on research and development and the required technology to improve the design and performance of the vessel under a variety
of subsea conditions. Through this engineering process Nauticus created the two pre-production units. Subsequently Nauticus was approached
by a customer and proposed to repurpose the second preproduction unit for use on the customer’s R&D program.

Nauticus reviewed the guidance in ASC 730-10-25-2, in regard to capitalizing
R&D costs under alternative future uses. Management determined that materials and equipment acquired and or constructed for R&D
activities had no alternative future use, and therefore no separate economic value.

 11. We note from your response to comment 30 in your letter dated April 27, 2022 that you began leasing a
Hydronaut I vehicle in the first quarter 2022. To the extent material, please revise to include information related to that lease agreement,
including the lease start date, lease amount and rental income recorded during the period. Refer to ASC 842-30-50. Also, tell us where
the Hydronaut rental income is reflected in the table on page F- 80, as it appears the vehicle lease revenue relates only to the Aquanaut
lease agreement.

Response: The Company acknowledges the Staff’s comment and advises
that Staff that it has revised its disclosures on pages 24 and 164 to address the Staff’s comment. Additionally, the Company would like
to note that the Hydronaut rental income is not included in the table on page F-80 as there is no determinable number of revenue days
to calculate any future obligation. Nauticus’ management does not believe any revenue related to the lease of the Hydronaut 1 would have
any material impact on the operations of the Company and therefore does not deem any further necessary disclosure.

Exhibits

 12. Refer to prior comment 22. Revise the legend on the first page of each redacted exhibit to conform to
the requirements set forth in Item 601(b)(10)(iv) of Regulation S-K. Specifically, state, if true, that certain identified information
has been excluded from the exhibit because it is both not material and is the type that the registrant

United States securities and exchange commission logo
June 14, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Cleantech Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 23, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 18, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed May 23, 2022
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination
Nauticus Robotics, Inc., page 22
1.We note your revised disclosure about the Aquanaut on page 23 stating that "Nauticus has
produced two units, one developmental unit and a pre-production unit."  Advise if the two
Aquanauts already produced include the "pre-production" unit.  Additionally, revise your
disclosure to clarify what is meant by "pre-production."

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 June 14, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
June 14, 2022
Page 2
Services and Revenue, page 24
2.We note your response to prior comment 5.  However, as previously requested, your
response does not "tell us whether the added projections were prepared as part of the
projected financial information that Nauticus provided to CLAQ prior to its approval of
the Business Combination."  The financial projections disclosed under the caption
"Certain Nauticus’ Projected Financial Information" do not include separate line items for
"Services" and "Direct Product Sales."  Disclose whether these projections, i.e. the
separate projections disclosing projected revenues for "Services" and "Direct Product
Sales," were prepared by Nauticus' management and included in the information provided
to and relied upon by the Company and the CLAQ Board for purposes of its financial
analyses and approval, as summarized on page 113.  If so, please include these line items
in your disclosure on page 113.  If not, please disclose when these additional projections
were prepared and who prepared them.
3.Additionally, we note your revised disclosure stating that "[i]n 2024, the service fleet is
expected to expand and the revenue from the RaaS business is estimated to account for
$117.4 million of the total projected revenue of $146.0 million from services."  As these
projections do not appear in your disclosure on page 113, clarify whether your statements
on page 25 are subject to the same qualifications and assumptions that footnote (1) to your
table on page 25 states apply to the disclosures in the table.  Further, as your projections
on page 113 do not include information about "Services" and "Direct Product Sales," tell
us if additional assumptions were needed to compute these figures and make the
appropriate disclosures.  In that regard, your additional projections on page 25 seem to
depend on information not addressed on pages 113 and 114, including the amount of
services you will be providing as commercial services and engineering services and the
amount of product sales of the Aquanaut and Argonaut, for example.  With a view toward
supplemental disclosure, tell us how Nauticus has a reasonable basis to make such
projections about its "Services" and "Direct Product Sales" through 2024 and clearly
disclose the basis for projecting this revenue growth and the factors or contingencies that
would affect such growth ultimately materializing.
Ownership of the Post-Business Combination Company After the Closing, page 32
4.We note your response to prior comment 8.  Clarify whether Roth and Lake Street were
engaged by CLAQ for services to be provided in connection with the business
combination transaction with Nauticus or advise.
Risk Factors
Nauticus has identified a material weakness in its internal control over financial reporting. This
material weakness could..., page 45
5.We note your added disclosure on page 65 that you hired a senior accountant and accounts
receivable staff as of March 31, 2022 as part of your plan to remediate the material

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 June 14, 2022 Page 3
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
June 14, 2022
Page 3
weakness in internal controls over financial reporting.  Please revise to disclose this
information here.  Also, with regard to your statement that you expect to hire new
personnel by the end of April 2022, clarify what other full-time employees, if any, you
have hired or still plan to hire.
Certain Nauticus' Projected Financial Information, page 112
6.We note your response to prior comment 12 and reissue our comment in part.  We also
note your disclosure that "Nauticus provides all labor and other operating costs associated
with the deployment of the Hydronaut and Aquanaut, unless otherwise prescribed by the
secondary contract that the lease supports."  Clarify whether the Hydronaut is included in
your 18-month lease contract or subject to other lease contracts that you characterize as
not “precisely” RaaS leases.  In that regard, we note your disclosure on page 23 that the
“first Hydronaut is currently fulfilling charter days for a Large Confidential Government
Contractor.”  Further, we note your revised disclosure does not indicate to what extent
labor and other operating costs are provided for by secondary contracts in your 18-month
lease agreement for the Aquanaut and/or the Hydronaut. Clearly disclose what costs or
services Nauticus is providing in connection with the operation of the Aquanaut and/or
Hydronaut for this 18-month lease arrangement or in other similar arrangements,
including to what extent you are providing "some" of the labor costs associated with any
such deployment(s).  Additionally, to the extent this 18-month lease agreement is not
described in your contract to be provided as Exhibit 10.25, please supplementally provide
us the relevant agreement(s).
Related Party Loans, page 232
7.We note your response to prior comment 17.  In your response to us dated April 27, 2022,
you stated that "Chardan has not loaned funds to CLAQ since the beginning of last fiscal
year."  As previously requested, revise your disclosure here to disclose (1) any
outstanding loans made by Chardan Capital Markets, LLC or (2) any outstanding loans
made by the officers or directors of CLAQ's Co-Sponsors.  If there are no such loans,
include such disclosure in your proxy statement/prospectus.
Cleantech Acquisition Corp. Notes to Consolidated Financial Statements
Note 1. Description of Organization and Business Operations, page F-7
8.We note your revised disclosures in response to prior comment 18.  Please tell us how you
determined that the warrants will be exercisable into 3,063,735 shares of the Combined
Company's common stock.  In this regard, you state that the number of shares of common
stock into which the warrants are exercisable is equal to 100% of the outstanding principal
amount of the Debentures divided by a conversion price of $15.00, which would appear to
equate to 2,530,612 shares.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 June 14, 2022 Page 4
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
June 14, 2022
Page 4
Nauticus Robotics, Inc. Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue, page F-79
9.You state in your response to prior comment 20, as well as your revised disclosure on
page F-59, that there are no remaining performance obligations that are not included on
your balance sheets.  Please tell us how the various contracts disclosed in the table on
page 175 were considered in your remaining performance obligations disclosures.
10.We note your response to prior comment 21.  Please provide us with your analysis as to
why the costs related to the construction of this Aquanaut vehicle qualified to be expensed
as incurred rather than capitalized as a tangible asset.  Refer to guidance in ASC 730-10-
25-2, which states that equipment constructed for research and development (R&D)
activities that have future uses, including in R&D projects or otherwise, should be
capitalized as tangible assets when constructed.  In your response, specifically
address what your intended purpose was for constructing this vehicle and what you
planned to use it for once constructed.
11.We note from your response to comment 30 in your letter dated April 27, 2022 that you
began leasing a Hydronaut I vehicle in the first quarter 2022.  To the extent material,
please revise to include information related to that lease agreement, including the lease
start date, lease amount and rental income recorded during the period.  Refer to ASC 842-
30-50.  Also, tell us where the Hydronaut rental income is reflected in the table on page F-
80, as it appears the vehicle lease revenue relates only to the Aquanaut lease agreement.
Exhibits
12.Refer to prior comment 22.  Revise the legend on the first page of each redacted exhibit to
conform to the requirements set forth in Item 601(b)(10)(iv) of Regulation S-K.
Specifically, state, if true, that certain identified information has been excluded from the
exhibit because it is both not material and is the type that the registrant treats as private or
confidential.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 June 14, 2022 Page 5
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
June 14, 2022
Page 5
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

    345
                                            Park Avenue
    New
    York, NY 10154-1895

    Direct   212.407.4000

                                            Main     212.407.4000

                                            Fax        212.407.4990

May 23, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

    Re:
    Cleantech Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-4 Filed April 27, 2022

    File No. 333-262431

Dear Mr. Faller:

On behalf of our client, CleanTech
Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division of Corporation
Finance of the Commission (the “Staff”) this letter setting forth the Company’s response to the comments
contained in the Staff’s letter dated May 18, 2022 (the “Comment Letter”) regarding the Company’s
Amendment No. 2 to the registration statement on Form S-4 filed on April 27, 2022 (the “Amendment No. 2”).

The Company has filed via
EDGAR Amendment No. 3 to the Registration Statement (the “Amendment No. 3”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. Please note that our responses below, insofar as relevant
information relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”) or matters arising from Nauticus’
participation in the preparation of Amendment No. 3, are based on our discussions with and information received from Nauticus or its counsel,
Winston & Strawn LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference, each
comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in the Amendment.

Amendment No. 2 to Registration Statement on Form S-4

General

 1. We note your response to prior comment 29. Given that your planned Robotics as a Service (RaaS) model is not yet offered and you do
not plan to launch it until late 2022, please revise throughout this filing to clearly disclose everywhere you discuss the RaaS model
that this is a planned, future service to be offered and that it is not currently available. For example, on pages 21 and 22 where you
discuss your various products you state they are currently offered under the RaaS model. If true, revise to clarify that you intend these
to be offered under the RaaS model when available.

Response: The Company has made revisions throughout Amendment No. 3 in response
to the Staff’s comment clarifying that the RaaS model is a future service to be offered and is not yet available.

Q: Do any of CLAQ’s directors or officers have interests that may
conflict with my interests with respect to the Business Combination?, page 11

 2. We note your response to prior comment 5. Advise if the amounts you disclose include the Private Warrants held by your Co-Sponsors,
which you note have a market value of $4.02 million. Clarify that your disclosure of the “aggregate” amount contingent upon
closing the Business Combination includes the current value of securities held (including any warrants), loans extended, fees due and
out-of-pocket expenses for which the CoSponsors and their affiliates are awaiting reimbursement. Revise or advise, as appropriate.

Response: The Company has revised
the disclosure on pages 12-13, 37-39, 77-79 and 116-118 of Amendment No. 3 in response to the Staff’s comment.

 3. We note your response to prior comment 6. Disclose, in the aggregate, the fees payable to Chardan Capital Markets, LLC that
are contingent upon completion of the business combination, including any loans extended, fees due and out-of-pocket expenses.

Response: The Company has revised
the disclosure on pages 12-13, 38, 78 and 117 of Amendment No. 3 in response to the Staff’s comment.

Summary of the Proxy Statement/Prospectus

Services and Revenue, page 23

 4. We note the table on page 24 includes projected 2021 revenue that does not agree with your actual historical 2021 revenue. Please
revise to disclose the actual revenue amounts for fiscal 2021. Also, revise to disclose the amount of estimated RaaS model revenue included
in your 2024 estimated service revenue.

Response: The Company has revised the disclosure on page 25 of Amendment No.
3 in response to the Staff’s comment.

 5. Advise whether Nauticus’ projected revenues disclosed on page 24 are subject to the same qualifications and assumptions that apply
to its revenue projections on page 107 and, if so, make the appropriate revisions in your disclosure. Further, tell us whether the added
projections were prepared as part of the projected financial information that Nauticus provided to CLAQ prior to its approval of the Business
Combination.

Response: The Company has revised the disclosure on page 25 of Amendment No. 3 in response to the Staff’s comment.

 6. We note your response to prior comment 7. To help investors better understand your RaaS model, please provide a definition in your
summary that is consistent with your disclosures. For example, on page 108 you state that “One such example is the Nauticus RaaS
model which bills out at a rate of $40,000 per day and covers all costs associated with that operation,” but do not appear to refer
to this figure elsewhere. Advise if the $40,000 per day fee is the same for access to the Aquanaut, Argonaut, Hydronaut and your other
robotics and whether it includes access to your ToolKITT. When you introduce your RaaS model on page 21, clarify what you anticipate the
service will offer, including the costs the RaaS model is expected to cover for a subscriber and whether Nauticus will be responsible
for maintenance and servicing of the units, either directly or by coordinating with third-party servicers and other providers.

Response: The Company has revised the disclosure on page 22 of Amendment No.
3 in response to the Staff’s comment.

    2

Securities Purchase Agreement, page 28

 7. We note you have filed a letter agreement as Exhibit 10.14.1 that appears to indicate that ATW’s subscription to the Debentures in
the aggregate principal amount of $37,959,184 is dependent on the investment of $5,000,000 by Material Impact Fund II, L.P. and the consummation
of a secured convertible term loan with Nauticus. Advise or revise your disclosure.

Response: Pursuant to a letter
agreement between ATW and Material Impact Fund II, L.P., dated December 15, 2021, Material Impact has agreed to make a capital contribution
of $5,000,000 to ATW Special Situations I LLC (defined as the “SPV” in the letter agreement) which will participate in the
Debt Financing (referred to as the “secured convertible term loan” in the letter agreement). This letter agreement has been
filed as Exhibit 10.14.2 of Amendment No. 3.

Ownership of the Post-Business Combination Company After the Closing,
page 31

 8. We note your response to prior comment 9 and your revised disclosure on page 33. Please provide additional disclosure about the purpose
for seeking these financial advisory services. In that regard, we note your disclosure that CLAQ is seeking advisory services from Roth
for assistance with “defining objectives” and “potential equity offerings” after CLAQ has already selected a target
company and negotiated the merger transaction, the CLAQ board approved the transaction, and you entered PIPE equity financing subscription
agreements on or about December 14, 2021. Further, confirm that Nauticus is to pay Lake Street after the Business Combination for assistance
Lake Street will be provide to evaluate CLAQ’s capital raising strategies and investor relations, among other things. Clarify whether
you contemplate these services are to assist the combined company after the Business Combination, and, if so, revise so that you clearly
refer to the combined, post-Business Combination entity.

Response: The Company has revised
the disclosure on pages 34 and 107-108 of Amendment No. 3 in response to the Staff’s comment.

 9. Further, we note your assertion in response to comment 9 that the agreements with Roth and Lake Street are not required to be filed
under Item 601(b)(10) of Regulation S-K because they only require a contingent cash payment at closing and the parties have no ongoing
obligations post-closing. Given that these agreements appear to be material, were not made in the ordinary course of business, and are
to be performed in part at or after the filing of the registration statement, please file the letter agreements as exhibits to the registration
statement. Alternatively, provide us with a detailed analysis of why such agreements are not material.

Response: The Company has filed
its agreement with Roth and with Lake Street as Exhibits 10.28 and 10.29, respectively, of Amendment No. 3 in response to the Staff’s
comment.

    3

If CLAQ’s due diligence investigation of Nauticus was inadequate...,
page 70

 10. We note your response to prior comment 2. Clarify if CLAQ’s management identified any “relevant Nauticus information not considered
by CLAQ’s management” and disclose any material information that was identified. We further note that the CLAQ Board engaged
the fairness opinion provider after approving the merger. Specify when and why “the CLAQ Board considered that CLAQ may not have
properly valued Nauticus.”

Response: CLAQ’s management did not identify
any relevant Nauticus information that was not considered by it. As stated on page 39 of the Amendment No. 3, CLAQ Board retained Duff
& Phelps as an independent financial advisor to the Board specifically for a fairness opinion for the transaction in order to provide
added transparency to the transactions contemplated by the Merger Agreement and greater certainty to close the Business Transaction in
the current turbulent market.

Risk Factors

CLAQ and Nauticus have incurred and expect to incur significant
costs associated with the Business Combination..., page 74

 11. Please revise to reflect the current estimated business combination related expenses for both CLAQ and Nauticus so that they agree
with the amounts disclosed in pro forma adjustment (C) on page 182.

Response: The Company has revised the disclosure
on page 79 of Amendment No. 3 in response to the Staff’s comment.

Certain Nauticus’ Projected Financial Information, page 107

 12. We note your response to prior comment 7 and your revisions on page 108 of your disclosure. Advise how the purchase orders that are
not “precisely” through your RaaS model have attributes of your RaaS model. In your example of the 18-month lease arrangement,
clarify whether you provide the labor costs associated with the operation of the Aquanaut or whether this is provided by a third-party.

Response: The Company has revised the disclosure
on pages 113-114 of Amendment No. 3 in response to the Staff’s comment.

Customers, page 158

 13. We note your response to prior comment 16. Explain further the “particular customer base” to which the Collaboration Agreement
provides Nauticus access. For example, clarify, if true, that the agreement provides the company greater access to contracts with U.S.
government agencies or other opportunities. We also note that a copy of the Collaboration Agreement was not filed as an exhibit to your
registration statement. As previously requested, file a copy of this agreement or tell us why this is not required. Provide a legal analysis
that addresses Item 601(b)(10) of Regulation S-K.

Response: The Company has revised the disclosure on page 164 of Amendment No. 3 in response to the Staff’s comment.

    4

Management’s Discussion and Analysis of Financial Condition and
Results of Operations of Nauticus

Overview, page 162

 14. We note that certain of your disclosure in the Overview section of Management’s Discussion and Analysis is a repetition of information
included in your Business discussion. Please revise your Overview section to provide a more tailored and streamlined discussion that identifies
the most important themes, or other significant matters with which management is concerned, in evaluating the company’s financial condition
and operating results for the reported periods included in your financial statements. Also, to the extent that there are any material
events or known uncertainties that are reasonably likely to cause reported financial information not to be indicative of future operating
results or financial condition, please discuss here. For example, we note you are focused on commercializing your products and services
and shifting to a RaaS model in the near future. Refer to Item 303(a) of Regulation S-K.

Response: The Company has revised the disclosure on page 168 of Amendment No. 3 in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined and Consolidated Financial
Information

Description of the Business Combination, page 176

 15. We note your revised disclosure and response to prior comment 18. We also note your risk factor disclosure on page 67 regarding the
need to hire a CFO with public company experience in order to satisfy the Debt Financing agreement conditions, and that failure to do
so would compromise your ability to meet the minimum cash requirement of $50 million to close the Business Combination unless that condition
is waived. Please revise here to disclose this fact, specifically addressing which party(s) has the ability to waive the minimum cash
requirement and the potential likelihood of such a waiver being granted. Also, address here what will happen if the minimum cash requirement
condition is not met for any reason, and you are unable to obtain a waiver of this condition.

Response: The Company has revised
the disclosure throughout Amendment No. 3 to clearly state that (i) the Equity Financing will satisfy the closing condition related to
the equity financing requirement for the Debt Financing, and the PIPE Investment alone will satisfy the Minimum Cash Condition under the
Merger Agreement; and (ii) Mr. Rangan Padmanabhan, Nauticus’ current CFO will be the CFO of the Company effective as of the date
of the merger, satisfying the closing condition related to the hiring of a CFO with public company experience requirement for the Debt
Financing.

Notes to Unaudited Pro Forma Condensed Combined and Consolidated
Financial Information Note 3. Adjustments to Unaudited Pro Forma Condensed Combined and Consolidated Financial Information, page 181

 16. We note your response to prior comment 19 and your revised disclosures in pro forma adjustment (C). Please explain further how you
determined that the $6.0 million payable pursuant to the Business Combination Marketing Agreement with Chardan qualify for equity classification.
In this regard, we note that such costs include fees paid for holding stockholder meetings to discuss the potential business combination
and the target business’s attributes and assisting CLAQ in obtaining stockholder approval for the merger. As such, it is unclear how you
determined that such costs are not transaction costs to the merger. Refer to SAB Topic 5.A.

Response: The Company has revised
the classification of certain transaction costs, including the $6.0 million payable pursuant to the Business Combination Marketing Agreement
with Chardan. The Company has revised the disclosure on page 190 of Amendment No. 3 in response to the Staff’s comment.

    5

Related Party Loans, page 224

 17. We note your written response to prior comment 23 indicating that you have “revised the disclosure on page 225 to disclose its
[Chardan Capital Markets, LLC’s] outstanding borrowings.” However, no changes were made to page 225. Advise if there are outstanding
borrowings to disclose and, if so, revise your disclosure accordingly.

Response: The Company has revise

United States securities and exchange commission logo
May 18, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Cleantech Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 27, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 22, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
General
1.We note your response to prior comment 29.  Given that your planned Robotics as a
Service (RaaS) model is not yet offered and you do not plan to launch it until late 2022,
please revise throughout this filing to clearly disclose everywhere you discuss the RaaS
model that this is a planned, future service to be offered and that it is not currently
available.  For example, on pages 21 and 22 where you discuss your various products you
state they are currently offered under the RaaS model.  If true, revise to clarify that you
intend these to be offered under the RaaS model when available.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 May 18, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
May 18, 2022
Page 2
Q: Do any of CLAQ's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 11
2.We note your response to prior comment 5.  Advise if the amounts you disclose include
the Private Warrants held by your Co-Sponsors, which you note have a market value of
$4.02 million.  Clarify that your disclosure of the "aggregate" amount contingent upon
closing the Business Combination includes the current value of securities held (including
any warrants), loans extended, fees due and out-of-pocket expenses for which the Co-
Sponsors and their affiliates are awaiting reimbursement.  Revise or advise, as
appropriate.
3.We note your response to prior comment 6.  Disclose, in the aggregate, the fees payable to
Chardan Capital Markets, LLC that are contingent upon completion of the business
combination, including any loans extended, fees due and out-of-pocket expenses.
Summary of the Proxy Statement/Prospectus
Services and Revenue, page 23
4.We note the table on page 24 includes projected 2021 revenue that does not agree with
your actual historical 2021 revenue.  Please revise to disclose the actual revenue amounts
for fiscal 2021.  Also, revise to disclose the amount of estimated RaaS model revenue
included in your 2024 estimated service revenue.
5.Advise whether Nauticus' projected revenues disclosed on page 24 are subject to the same
qualifications and assumptions that apply to its revenue projections on page 107 and, if so,
make the appropriate revisions in your disclosure.  Further, tell us whether the added
projections were prepared as part of the projected financial information that Nauticus
provided to CLAQ prior to its approval of the Business Combination.
6.We note your response to prior comment 7.  To help investors better understand your
RaaS model, please provide a definition in your summary that is consistent with your
disclosures.  For example, on page 108 you state that "One such example is the Nauticus
RaaS model which bills out at a rate of $40,000 per day and covers all costs associated
with that operation," but do not appear to refer to this figure elsewhere.  Advise if the
$40,000 per day fee is the same for access to the Aquanaut, Argonaut, Hydronaut and
your other robotics and whether it includes access to your ToolKITT.  When you
introduce your RaaS model on page 21, clarify what you anticipate the service will offer,
including the costs the RaaS model is expected to cover for a subscriber and
whether Nauticus will be responsible for maintenance and servicing of the units, either
directly or by coordinating with third-party servicers and other providers.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 May 18, 2022 Page 3
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
May 18, 2022
Page 3
Securities Purchase Agreement, page 28
7.We note you have filed a letter agreement as Exhibit 10.14.1 that appears to indicate that
ATW's subscription to the Debentures in the aggregate principal amount of $37,959,184 is
dependent on the investment of $5,000,000 by Material Impact Fund II, L.P. and the
consummation of a secured convertible term loan with Nauticus.  Advise or revise your
disclosure.
Ownership of the Post-Business Combination Company After the Closing, page 31
8.We note your response to prior comment 9 and your revised disclosure on page 33.  Please
provide additional disclosure about the purpose for seeking these financial advisory
services.  In that regard, we note your disclosure that CLAQ is seeking advisory services
from Roth for assistance with "defining objectives" and "potential equity offerings" after
CLAQ has already selected a target company and negotiated the merger transaction, the
CLAQ board approved the transaction, and you entered PIPE equity financing
subscription agreements on or about December 14, 2021.  Further, confirm that Nauticus
is to pay Lake Street after the Business Combination for assistance Lake Street will be
provide to evaluate CLAQ's capital raising strategies and investor relations, among other
things.  Clarify whether you contemplate these services are to assist the combined
company after the Business Combination, and, if so, revise so that you clearly refer to the
combined, post-Business Combination entity.
9.Further, we note your assertion in response to comment 9 that the agreements with Roth
and Lake Street are not required to be filed under Item 601(b)(10) of Regulation S-K
because they only require a contingent cash payment at closing and the parties have no
ongoing obligations post-closing.  Given that these agreements appear to be material, were
not made in the ordinary course of business, and are to be performed in part at or after the
filing of the registration statement, please file the letter agreements as exhibits to the
registration statement.  Alternatively, provide us with a detailed analysis of why such
agreements are not material.
If CLAQ's due diligence investigation of Nauticus was inadequate..., page 70
10.We note your response to prior comment 2.  Clarify if CLAQ's management identified any
"relevant Nauticus information not considered by CLAQ’s management" and disclose any
material information that was identified.  We further note that the CLAQ Board engaged
the fairness opinion provider after approving the merger.  Specify when and why "the
CLAQ Board considered that CLAQ may not have properly valued Nauticus."

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 May 18, 2022 Page 4
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
May 18, 2022
Page 4
Risk Factors
CLAQ and Nauticus have incurred and expect to incur significant costs associated with the
Business Combination..., page 74
11.Please revise to reflect the current estimated business combination related expenses for
both CLAQ and Nauticus so that they agree with the amounts disclosed in pro forma
adjustment (C) on page 182.
Certain Nauticus' Projected Financial Information, page 107
12.We note your response to prior comment 7 and your revisions on page 108 of your
disclosure.  Advise how the purchase orders that are not "precisely" through your RaaS
model have attributes of your RaaS model.  In your example of the 18-month lease
arrangement, clarify whether you provide the labor costs associated with the operation of
the Aquanaut or whether this is provided by a third-party.
Customers, page 158
13.We note your response to prior comment 16.  Explain further the “particular customer
base” to which the Collaboration Agreement provides Nauticus access.  For example,
clarify, if true, that the agreement provides the company greater access to contracts with
U.S. government agencies or other opportunities.  We also note that a copy of the
Collaboration Agreement was not filed as an exhibit to your registration statement. As
previously requested, file a copy of this agreement or tell us why this is not required.
Provide a legal analysis that addresses Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Nauticus
Overview, page 162
14.We note that certain of your disclosure in the Overview section of Management's
Discussion and Analysis is a repetition of information included in your Business
discussion.  Please revise your Overview section to provide a more tailored and
streamlined discussion that identifies the most important themes, or other significant
matters with which management is concerned, in evaluating the company's financial
condition and operating results for the reported periods included in your financial
statements.  Also, to the extent that there are any material events or known uncertainties
that are reasonably likely to cause reported financial information not to be indicative of
future operating results or financial condition, please discuss here.  For example, we
note you are focused on commercializing your products and services and shifting to a
RaaS model in the near future.  Refer to Item 303(a) of Regulation S-K.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 May 18, 2022 Page 5
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
May 18, 2022
Page 5
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information
Description of the Business Combination, page 176
15.We note your revised disclosure and response to prior comment 18.  We also note your
risk factor disclosure on page 67 regarding the need to hire a CFO with public company
experience in order to satisfy the Debt Financing agreement conditions, and that failure to
do so would compromise your ability to meet the minimum cash requirement of $50
million to close the Business Combination unless that condition is waived.  Please revise
here to disclose this fact, specifically addressing which party(s) has the ability to waive
the minimum cash requirement and the potential likelihood of such a waiver being
granted.  Also, address here what will happen if the minimum cash requirement condition
is not met for any reason, and you are unable to obtain a waiver of this condition.
Notes to Unaudited Pro Forma Condensed Combined and Consolidated Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined and Consolidated Financial
Information, page 181
16.We note your response to prior comment 19 and your revised disclosures in pro forma
adjustment (C).  Please explain further how you determined that the $6.0 million payable
pursuant to the Business Combination Marketing Agreement with Chardan qualify for
equity classification. In this regard, we note that such costs include fees paid for holding
stockholder meetings to discuss the potential business combination and the target
business's attributes and assisting CLAQ in obtaining stockholder approval for the
merger.  As such, it is unclear how you determined that such costs are not transaction
costs to the merger.  Refer to SAB Topic 5.A.
Related Party Loans, page 224
17.We note your written response to prior comment 23 indicating that you have "revised the
disclosure on page 225 to disclose its [Chardan Capital Markets, LLC's] outstanding
borrowings."  However, no changes were made to page 225.  Advise if there are
outstanding borrowings to disclose and, if so, revise your disclosure accordingly.
CleanTech Acquisition Corp. Notes to Consolidated Financial Statements
Note 1. Description of Organization and Business Operations, page F-7
18.We note your revised disclosures and response to prior comment 1.  Please further revise
here on pages F-10 and F-12 to disclose the exercise price of the associated warrants.
Additionally, in your disclosure on page F-12 you state that the debentures and warrants
will equal 100% of the amount of the debentures, while elsewhere in the filing you state
they will equal 120% of the amount of the debentures.  Please revise or advise.  Similar
revisions should also be made to your disclosure on page 177, as appropriate.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 May 18, 2022 Page 6
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
May 18, 2022
Page 6
Note 11. Subsequent Events, page F-27
19.We note your revised disclosures and response to prior comment 26.  Please tell us
whether your discussion of the February 28, 2022 agreement with B Capital Markets
Advisor is the same as the Lake Street Capital Markets agreement discussed on page F-47.
If so, revise here to clarify that while CLAQ contracted for the advisory services, the non-
refundable retainer will be paid by Nauticus.
Nauticus Robotics, Inc. Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-35
20.We note your revised disclosures in response to prior comment 31 where you provide a
breakdown of remaining performance obligations included in contract liabilities.  Please
tell us whether you have any additional remaining performance obligations not currently
included on your balance sheet.  If so, revise to disclose or explain further why you
believe such disclosure is not necessary.  Refer to ASC 606-10-50-13.
21.We note your revised disclosures and response to prior comment 32.  Please tell us where
the underlying leased asset (e.g., the Aquanaut) is reflected on your balance sheet and the
current carrying value of this asset.  Additionally, please provide us with your analysis
that supports your conclusion that this arrangement qualifies as an operating lease under
ASC 842.  In your response, specifically address your consideration of each of the
conditions in ASC 842-10-25-2 and 25-3 regarding sales-type and direct-financing leases.
Finally, ensure you have disclosed all the information required by ASC 842-30-50, as
applicable, for the appropriate type of lease agreement.
Exhibits
22.We note that you have redacted information from portions of exhibits 10.20, 10.21, 10.22,
10.23, and 10.24.  Revise to indicate that this information has been redacted according to
the procedures set forth in Item 601(b)(10)(iv) of Regulation S-K.  Mark the exhibit index
to indicate that portions of the exhibits have been omitted and include a prominent
statement on the first page of each redacted exhibit that certain identified information has
been excluded from the exhibit because it is both not material and is the type that you treat
as private or confidential.  Further, revise your proxy statement/prospectus to clearly
describe the material terms of each contract, including the term and termination provision,
and each contract's date of execution and counterparties, to the extent not already
disclosed.
23.We refer to prior comment 37 from our comment letter dated March 1, 2022.  We further
note your disclosure on page 159 in the section "Material Contracts" stating that "Nauticus
has derived significant revenue from its U.S. Department of Defense related contracts and
customers" and that the "contracts mentioned herein are included as Exh

CORRESP
1
filename1.htm

    345 Park Avenue

    New York, NY 10154-1895

                                            Direct 212.407.4000
 Main 212.407.4000
 Fax 212.407.4990

April 27, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

 Re: Cleantech Acquisition Corp.

Amendment No. 1 to Registration Statement
on Form S-4

Filed March 31, 2022

File No. 333-262431

Dear Mr. Faller:

On behalf of our
client, CleanTech Acquisition Corp., a Delaware corporation (the “Company”), we submit to the staff of the Division
of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated April 22, 2022 (the “Comment Letter”) regarding
the Company’s Amendment No. 1 to the registration statement on Form S-4 filed on March 31, 2022 (the “Amendment No.
1”).

The Company has
filed via EDGAR Amendment No. 2 to the Registration Statement (the “Amendment No. 2”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. Please note that our responses below, insofar as relevant
information relates to Nauticus Robotics, Inc., a Texas corporation (“Nauticus”) or matters arising from Nauticus’
participation in the preparation of Amendment No. 2, are based on our discussions with and information received from Nauticus or its counsel,
Winston & Strawn LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference,
each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in the Amendment.

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

 1. Please revise here, and elsewhere throughout the filing where you discuss the Securities
Purchase Agreement, to ensure the exercise price of the associated warrants is consistently disclosed and to clarify what is meant by
the statement that this debt financing is “subject to adjustment.”

Response: The Company has revised
the disclosure on the cover page, pages 13, 14, 28, 94-95 and 133 of Amendment No. 2 in response to the Staff’s comment.

Q: Did the CLAQ Board obtain
a fairness opinion in determining whether or not to proceed with the Business Combination?, page 8

2 Revise to reconcile your disclosure that the CLAQ Board obtained
a fairness opinion from Duff & Phelps “in connection with its determination to approve the Business Combination” given
that the Board approved the merger before obtaining the fairness opinion. Revise to disclose why the CLAQ Board decided to obtain a fairness
opinion, and explain why the Board obtained the fairness opinion only after approving the merger.

Response: The Company has revised
the disclosure on pages 8, 36, 70 and 103 of Amendment No. 2 in response to the Staff’s comment.

 3. Prominently disclose that the fairness opinion addresses only the fairness of the
consideration to be paid by CLAQ to the Nauticus security holders in the Business Combination. Highlight that Duff & Phelps opines
only on fairness to CLAQ, as opposed to the public shareholders or shareholders unaffiliated with the sponsors or affiliates thereof.

Response: The Company has revised
the disclosure on pages 8 and 70 of Amendment No. 2 in response to the Staff’s comment.

Q: How
will the Initial Stockholders vote?, page 9

 4. We note your response to prior comment 4. Clarify what percentage of outstanding
shares of common stock entitled to vote held by your directors, executive officers and their affiliates is represented by the approximately
20.0% subject to the Letter Agreement.

Response: The Company has
revised the disclosure on page 8 of Amendment No. 2 in response to the Staff’s comment.

Q: Do
any of CLAQ’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?, page
11

 5. We note your response to prior comment 5. However, your revisions do not appear
to disclose the amount of what the sponsors and their affiliates have at risk in the “aggregate.” Advise or revise to disclose
the aggregate dollar amount of what the sponsors and their affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due and out-of-pocket expenses for which the sponsors and their affiliates
are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

Response: The Company has revised
the disclosure on pages 13, 36, 74 and 112 of Amendment No. 2 in response to the Staff’s comment.

 6. We note your response to prior comment 31, and reissue our comment in part. Disclose
the aggregate fees payable to Chardan that are contingent upon completion of the business combination. We note your disclosure on page
99 that Chardan is an affiliate of CleanTech Investments, one of your co-sponsors. To the extent Chardan is an affiliate of the sponsors,
please include the aggregate fees payable to Chardan along with your disclosure of the aggregate fees owed to the sponsors and their affiliates.

Response: The Company has revised
the disclosure on pages 13, 36, 74 and 112 of Amendment No. 2 in response to the Staff’s comment.

    2

Service
and Revenue, page 23

 7. We note your response to prior comment 12 and your statement on page 107 that Nauticus
has made some sales to operate devices although not “precisely” through its RaaS model. Please clarify this statement. Additionally,
provide a breakdown of revenue in the summary of your prospectus/proxy statement that shows the revenues Nauticus generates from services
and those from direct product sales. Clarify the nature of the revenue disclosed as generated from services if it is not currently generated
from Nauticus’ RaaS model. Clearly state whether a customer could subscribe to the RaaS business model at present or when this subscription
service will be available. Clarify whether your statement on page 23 that “we anticipate that the initial services will be paid through
conventional contracting methods, directly with the customer or in regional partnerships with an in-country service entity” means
that such services will not be part of your RaaS business model.

Response: The Company has revised the disclosure on pages 23, 24, and 108 of
Amendment No. 2 in response to the Staff’s comment.

Securities
Purchase Agreement, page 27

 8. We note that the Debt Financing portion of your PIPE Investment is dependent upon
the hiring of a chief financial officer with public company experience and the raising of $25,000,000 in additional equity financing.
Disclose on your cover page that the consummation of the Debt Financing is contingent upon these conditions precedent. Additionally, advise
as to the status of these conditions precedent and whether your Equity Financing satisfies the requirement for Concurrent Financing in
your Securities Purchase Agreement. To the extent these conditions precedent have not been met, disclose the risk that the minimum cash
condition contained in the Merger Agreement may not be satisfied without the Debt Financing depending on the number of CLAQ public stockholders
who seek redemption, among other things.

Response: The Company has revised
the disclosure on the cover page, pages 13, 14, 28, 95 and 133 of Amendment No. 2 in response to the Staff’s comment.

Ownership
of the Post-Business Combination Company After the Closing, page 30

 9. We note your disclosure of certain letter agreements entered into between February
and March 2022 with three different investment banks for capital market advisory services. Disclose the counterparties—including
whether CLAQ or Nauticus or both parties entered into these agreements—and the fees associated with each letter agreement. Clarify
the purpose of these engagements and any key terms, including which of the three agreements includes the Residual Period. Tell us why
these services were sought at this time and file a copy of any related material agreement or advise why this is not required. Refer to
Item 601(b)(10) of Regulation S-K.

Response: The Company has revised
the disclosure on pages 32-33 and 103-104 of Amendment No. 2 in response to the Staff’s comment. The letter agreement with Cowen
and the letter agreement with Coastal have been filed as exhibits 10.27 and 10.28, respectively. The Company does not believe the other
agreements are material. They are not required to be filed under Item 601(b)(10) of Regulation S-K because they only require a contingent
cash payment at closing and parties have no ongoing obligations post-closing.

    3

Background
of the Business Combination, page 96

 10. We note your response to prior comment 25 and your disclosure on page 95 that CLAQ’s
CEO will be a member of the board of directors of the combined company upon closing pursuant to the Director Nomination Agreement. Disclose
in your Background of the Business Combination whether there were any discussions about this role or nomination agreement or any other
discussions involving continuing employment or involvement for any persons affiliated with CLAQ before the merger.

Response: The Company has revised
the disclosure on page 103 of Amendment No. 2 in response to the Staff’s comment.

Certain
Nauticus’ Projected Financial Information, page 106

 11. We note your response to prior comment 29, and reissue our comment in part. Disclose
any material information and figures the CLAQ Board considered about Nauticus’ publicly traded company peer set when performing its comparison.

Response: The Company has revised
the disclosure on page 110 of Amendment No. 2 in response to the Staff’s comment.

 12. Provide us with the legal basis for the parties’ disclaimer on page 107 of any
obligations to update or revise, or publicly disclose any update or revision to the projections “even in the event that any or all
of the assumptions underlying the projections are shown to be in error or change.” Refer generally to Item 10(b)(3)(iii) of Regulation
S-K.

Response: The statement
in question has been removed from Amendment No. 2 in response to the Staff’s comment.

Interests of Certain Persons in
the Business Combination, page 109

 13. We note your response to prior comment 30, and reissue our comment in part. Revise
the conflicts of interest discussion to highlight any fiduciary or contractual obligations to other entities held by the sponsor or its
affiliates. Additionally, clarify how the board considered those conflicts in negotiating and recommending the business combination.

Response: The Company has revised
disclosure on pages 12, 35, 73, and 111 of Amendment No. 2 in response to the Staff’s comment.

Material U.S. Federal Income Tax
Consequences, page 134

 14. We note your response to prior comment 33, and reissue our comment in part. Given
your disclosure of the parties’ intention for the merger to qualify as a “reorganization” within the meaning of Section 368(a)
of the Internal Revenue Code, revise to include counsel’s tax opinion as an exhibit as required by Item 601(b)(8) of Regulation S-K. Additionally,
to the extent there is uncertainty as to whether the merger will qualify as a tax-free reorganization, provide corresponding risk factor
disclosure.

Response: The Company has revised the disclosure on page 136 of Amendment No.
2 in response to the Staff’s comment.

    4

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of CLAQ

Liquidity and Capital Resources,
page 142

 15. Please revise to disclose that CLAQ is a going concern and address any factors
related to this fact that may impact liquidity, cash flow needs and/or capital resources over the next 12-months. Ensure your disclosures
address the fact that CLAQ must complete a business combination prior to July 19, 2022 or be required to liquidate. Refer to Item 303(b)(1)
of Regulation S-K.

Response: The Company has revised
disclosure on page 145 of Amendment No. 2 in response to the Staff’s comment.

Customers, page 156

 16. We note your disclosure about a Collaboration Agreement with a third party that
Nauticus plans to leverage to pursue business opportunities. Revise to disclose the duration and key terms of this agreement and file
a copy as an exhibit to your registration statement or tell us why this is not required. Refer to Item 601(b)(10) of Regulation S-K.

Response: The Company has revised the disclosure on page 158 of Amendment No.
2 in response to the Staff’s comment.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Nauticus

Results of Operations, page 164

 17. Please revise to explain why cost of revenue exceeded revenue in fiscal year 2020,
and how this trend reversed in fiscal year 2021.

Response: The Company has revised the disclosure on page 167 of Amendment No.
2 in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined
and Consolidated Financial Information

Description of the Business Combination,
page 174

 18. We note that the Securities Purchase Agreement (Debt Financing) is conditioned
upon meeting three criteria, one of which includes raising $25 million in equity financing from strategic investors. Please revise to
clarify whether the Subscription Agreement (Equity Financing) entered into on December 14, 2021 satisfies the $25 million equity financing
condition. Alternatively, revise to address how you intend to meet the Minimum Cash Condition threshold of $50 million if the conditions
required for the Debt Financing are not met such that you do not receive the estimated $37.2 million in proceeds from such financing.

Response: The Company has revised
disclosure on page 178 of Amendment No. 2 in response to the Staff’s comment.

    5

Notes to Unaudited
Pro Forma Condensed Combined and Consolidated Financial Information Note 3. Adjustments to Unaudited Pro Forma Condensed Combined and
Consolidated Financial Information, page 179

 19. Please revise to explain how you calculated the transaction expenses in pro forma
adjustment (C) of $21.7 million, specifically quantifying each component included within this amount. Also, it appears the $100,000 adjustment
to accounts payable relates to pro forma adjustment (C). If true, revise to indicate as such in the pro forma balance sheet and include
a discussion of this adjustment in the pro forma footnote. Refer to Rule 11- 02(a)(8) of Regulation S-X.

Response: The Company has revised
disclosure on page 178 of Amendment No. 2 in response to the Staff’s comment.

 20. It appears pro forma adjustment (E) is mismarked on the face of your pro forma
balance sheet. In this regard, this adjustment relates to the conversion of the $10.25 million convertible notes payable within current
liabilities; however, you have instead eliminated the long-term RCB term loan for $14.7 million. Also, it appears that the common stock
adjustment does not agree with the 5,299,543 common shares, par value $0.0001, that will be issued upon conversion of such notes and,
similarly, neither does your APIC adjustment (E). Lastly, tell us how the interest expense adjustment related to these notes is reflected
within accumulated deficit. Please revise accordingly.

Response: The Company has revised
disclosure on pages 179 and 182 of Amendment No. 2 in response to the Staff’s comment, which includes an adjustment to accrued interest
and interest expense reflected within accumulated deficit, as the unaudited pro forma condensed combined and consolidated balance sheet
as of December 31, 2021 assumes that the Business Combination and related transactions occurred on December 31, 2021.

 21. We note that pro forma adjustment (I) reflects both the cash

United States securities and exchange commission logo
April 22, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Cleantech Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 31, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 1, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.Please revise here, and elsewhere throughout the filing where you discuss the Securities
Purchase Agreement, to ensure the exercise price of the associated warrants is consistently
disclosed and to clarify what is meant by the statement that this debt financing is "subject
to adjustment."
Q: Did the CLAQ Board obtain a fairness opinion in determining whether or not to proceed with
the Business Combination?, page 8
2.Revise to reconcile your disclosure that the CLAQ Board obtained a fairness opinion from
Duff & Phelps "in connection with its determination to approve the Business

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 22, 2022 Page 2
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
April 22, 2022
Page 2
Combination" given that the Board approved the merger before obtaining the fairness
opinion.  Revise to disclose why the CLAQ Board decided to obtain a fairness opinion,
and explain why the Board obtained the fairness opinion only after approving the merger.
3.Prominently disclose that the fairness opinion addresses only the fairness of
the consideration to be paid by CLAQ to the Nauticus security holders in the Business
Combination.  Highlight that Duff & Phelps opines only on fairness to CLAQ, as opposed
to the public shareholders or shareholders unaffiliated with the sponsors or affiliates
thereof.
Q: How will the Initial Stockholders vote?, page 9
4.We note your response to prior comment 4.  Clarify what percentage of outstanding shares
of common stock entitled to vote held by your directors, executive officers and their
affiliates is represented by the approximately 20.0% subject to the Letter Agreement.
Q: Do any of CLAQ's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 11
5.We note your response to prior comment 5.  However, your revisions do not appear to
disclose the amount of what the sponsors and their affiliates have at risk in the
"aggregate."  Advise or revise to disclose the aggregate dollar amount of what the
sponsors and their affiliates have at risk that depends on completion of a business
combination.  Include the current value of securities held, loans extended, fees due and
out-of-pocket expenses for which the sponsors and their affiliates are awaiting
reimbursement.  Provide similar disclosure for the company’s officers and directors, if
material.
6.We note your response to prior comment 31, and reissue our comment in part.
Disclose the aggregate fees payable to Chardan that are contingent upon completion of the
business combination.  We note your disclosure on page 99 that Chardan is an affiliate of
CleanTech Investments, one of your co-sponsors.  To the extent Chardan is an affiliate of
the sponsors, please include the aggregate fees payable to Chardan along with your
disclosure of the aggregate fees owed to the sponsors and their affiliates.
Service and Revenue, page 23
7.We note your response to prior comment 12 and your statement on page 107 that Nauticus
has made some sales to operate devices although not "precisely" through its RaaS model.
Please clarify this statement.  Additionally, provide a breakdown of revenue in the
summary of your prospectus/proxy statement that shows the revenues Nauticus generates
from services and those from direct product sales.  Clarify the nature of the revenue
disclosed as generated from services if it is not currently generated from Nauticus' RaaS
model.  Clearly state whether a customer could subscribe to the RaaS business model at
present or when this subscription service will be available.  Clarify whether your
statement on page 23 that "we anticipate that the initial services will be paid through

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 22, 2022 Page 3
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
April 22, 2022
Page 3
conventional contracting methods, directly with the customer or in regional partnerships
with an in-country service entity" means that such services will not be part of your RaaS
business model.
Securities Purchase Agreement, page 27
8.We note that the Debt Financing portion of your PIPE Investment is dependent upon the
hiring of a chief financial officer with public company experience and the raising of
$25,000,000 in additional equity financing.  Disclose on your cover page that
the consummation of the Debt Financing is contingent upon these conditions
precedent.  Additionally, advise as to the status of these conditions precedent and whether
your Equity Financing satisfies the requirement for Concurrent Financing in your
Securities Purchase Agreement.  To the extent these conditions precedent have not been
met, disclose the risk that the minimum cash condition contained in the Merger
Agreement may not be satisfied without the Debt Financing depending on the number of
CLAQ public stockholders who seek redemption, among other things.
Ownership of the Post-Business Combination Company After the Closing, page 30
9.We note your disclosure of certain letter agreements entered into between February and
March 2022 with three different investment banks for capital market advisory services.
Disclose the counterparties—including whether CLAQ or Nauticus or both parties entered
into these agreements—and the fees associated with each letter agreement.  Clarify the
purpose of these engagements and any key terms, including which of the three agreements
includes the Residual Period.  Tell us why these services were sought at this time and file
a copy of any related material agreement or advise why this is not required.  Refer to Item
601(b)(10) of Regulation S-K.
Background of the Business Combination, page 96
10.We note your response to prior comment 25 and your disclosure on page 95 that CLAQ's
CEO will be a member of the board of directors of the combined company upon closing
pursuant to the Director Nomination Agreement.  Disclose in your Background of the
Business Combination whether there were any discussions about this role or nomination
agreement or any other discussions involving continuing employment or involvement for
any persons affiliated with CLAQ before the merger.
Certain Nauticus' Projected Financial Information, page 106
11.We note your response to prior comment 29, and reissue our comment in part.  Disclose
any material information and figures the CLAQ Board considered about Nauticus'
publicly traded company peer set when performing its comparison.
12.Provide us with the legal basis for the parties' disclaimer on page 107 of any obligations to
update or revise, or publicly disclose any update or revision to the projections "even in the
event that any or all of the assumptions underlying the projections are shown to be in error

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 22, 2022 Page 4
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
April 22, 2022
Page 4
or change."  Refer generally to Item 10(b)(3)(iii) of Regulation S-K.
Interests of Certain Persons in the Business Combination, page 109
13.We note your response to prior comment 30, and reissue our comment in part.  Revise the
conflicts of interest discussion to highlight any fiduciary or contractual obligations to
other entities held by the sponsor or its affiliates.  Additionally, clarify how the board
considered those conflicts in negotiating and recommending the business combination.
Material U.S. Federal Income Tax Consequences, page 134
14.We note your response to prior comment 33, and reissue our comment in part.  Given your
disclosure of the parties' intention for the merger to qualify as a “reorganization” within
the meaning of Section 368(a) of the Internal Revenue Code, revise to include counsel's
tax opinion as an exhibit as required by Item 601(b)(8) of Regulation S-K.  Additionally,
to the extent there is uncertainty as to whether the merger will qualify as a tax-free
reorganization, provide corresponding risk factor disclosure.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
CLAQ
Liquidity and Capital Resources, page 142
15.Please revise to disclose that CLAQ is a going concern and address any factors related to
this fact that may impact liquidity, cash flow needs and/or capital resources over the next
12-months.  Ensure your disclosures address the fact that CLAQ must complete a business
combination prior to July 19, 2022 or be required to liquidate.  Refer to Item 303(b)(1) of
Regulation S-K.
Customers, page 156
16.We note your disclosure about a Collaboration Agreement with a third party that Nauticus
plans to leverage to pursue business opportunities.  Revise to disclose the duration and key
terms of this agreement and file a copy as an exhibit to your registration statement or tell
us why this is not required.  Refer to Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Nauticus
Results of Operations, page 164
17.Please revise to explain why cost of revenue exceeded revenue in fiscal year 2020, and
how this trend reversed in fiscal year 2021.
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information
Description of the Business Combination, page 174
18.We note that the Securities Purchase Agreement (Debt Financing) is conditioned upon
meeting three criteria, one of which includes raising $25 million in equity financing from

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 22, 2022 Page 5
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
April 22, 2022
Page 5
strategic investors.  Please revise to clarify whether the Subscription Agreement (Equity
Financing) entered into on December 14, 2021 satisfies the $25 million equity financing
condition.  Alternatively, revise to address how you intend to meet the Minimum Cash
Condition threshold of $50 million if the conditions required for the Debt Financing are
not met such that you do not receive the estimated $37.2 million in proceeds from such
financing.
Notes to Unaudited Pro Forma Condensed Combined and Consolidated Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined and Consolidated Financial
Information, page 179
19.Please revise to explain how you calculated the transaction expenses in pro forma
adjustment (C) of $21.7 million, specifically quantifying each component included within
this amount.  Also, it appears the $100,000 adjustment to accounts payable relates to pro
forma adjustment (C).  If true, revise to indicate as such in the pro forma balance sheet
and include a discussion of this adjustment in the pro forma footnote.  Refer to Rule 11-
02(a)(8) of Regulation S-X.
20.It appears pro forma adjustment (E) is mismarked on the face of your pro forma balance
sheet.  In this regard, this adjustment relates to the conversion of the $10.25 million
convertible notes payable within current liabilities; however, you have instead eliminated
the long-term RCB term loan for $14.7 million.  Also, it appears that the common stock
adjustment does not agree with the 5,299,543 common shares, par value $0.0001, that will
be issued upon conversion of such notes and, similarly, neither does your APIC
adjustment (E).  Lastly, tell us how the interest expense adjustment related to these notes
is reflected within accumulated deficit.  Please revise accordingly.
21.We note that pro forma adjustment (I) reflects both the cash proceeds from, and the
issuance of, the $15 million RCB term loan; however, this loan was received in December
2021 and appears to already be reflected in Nauticus' December 31, 2021 historical
balance sheet.  Please revise or advise.  Additionally, revise to include a pro forma income
statement adjustment to eliminate the related interest expense and debt discount
amortization on this loan.
22.Please tell us how the interest expense and amortization of debt discount included in
adjustment (DD) is reflected in the pro forma balance sheet adjustments.  In this regard, it
is unclear how you reflected this expense in accumulated deficit.
Related Party Loans, page 220
23.We note your response to prior comment 48.  Please advise why Chardan Capital Markets,
LLC is listed as a potential loan party and disclose if it has loaned funds to CLAQ since
the beginning of the last fiscal year or whether there are outstanding borrowings.  Refer to
Item 404(a) of Regulation S-K.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 22, 2022 Page 6
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
April 22, 2022
Page 6
Nauticus Related Party Transactions, page 222
24.We note your response to prior comment 49 and your disclosure that Nauticus sold seven
HaloGuard systems to Transocean.  Provide the approximate dollar value of the amount
involved in this transaction.  Refer to Item 404(a)(3) of Regulation S-K.
CleanTech Acquisition Corp. Notes to Consolidated Financial Statements
Note 1. Description of Organization and Business Operations
Earnout Shares, page F-10
25.Please revise here to describe each of the three "triggering events" thresholds for your
Earnout shares, similar to your revised disclosures elsewhere in response to prior
comment 1. Similar revisions should be made to the introductory paragraphs to your
unaudited pro forma financial statements.
Note 11. Subsequent Events, page F-27
26.We note your disclosure of the advisory services fees that will be payable upon the
business combination to two separate investment banks in the aggregate amount of
$700,000.  Per disclosures elsewhere in the filing, it appears that advisory fees totaling
$2.45 million will be paid to three investment banks upon closing this transaction.  Please
revise, either here or in Note 13 to Nauticus' financial statements, to include a discussion
of the third advisory agreement.  Refer to ASC 855-10-50-2.
Nauticus Robotics, Inc. Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-35
27.We note your revised disclosures and response to prior comment 50.  Please revise your
Product and Services disclosure on page 165 to include information related to your
HaloGuard product, such as a description of this product, the typical contract terms, etc.
Also, address whether you intend to phase-out this product as you continue to develop and
sell your core robotics products.  In addition, revise here to clarify the performance
obligations included in these product sales. In this regard, clarify whether such products
include any ongoing services, such as technology updates or customer service
arrangements, and describe further your accounting for such product sales. Lastly, revise
to

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    345 Park Avenue

    New York, NY 10154-1895

    Direct	212.407.4000

Main	212.407.4000

Fax	212.407.4990

March 30, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Faller

 Re: Cleantech Acquisition Corp.

Registration Statement on Form S-4

Filed January 31, 2022

File No. 333-262431

Dear Mr. Faller:

On behalf of our client, CleanTech
Acquisition Corp. (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission
(the “Staff”) with respect to the above-referenced Registration Statement on Form S-4 filed on January 31, 2022 (the “Registration
Statement”) contained in the Staff’s letter dated March 1, 2022 (the “Comment Letter”).

The Company has filed via
EDGAR Amendment No. 1 to the Registration Statement (the “Amendment”), which reflects the Company’s responses to the
comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is
printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page
numbers in the Amendment.

Registration Statement on Form S-4 filed January 31, 2022

Cover page

 1. Disclose the thresholds that constitute a “Triggering Event” for your Earnout Shares here and where appropriate elsewhere
in your disclosure. Describe any other material terms of your Earnout Shares.

Response: The Company has revised the disclosure throughout
the Amendment, including on the cover page, pages 9, 25, 84-85 and 175 of the Amendment in response to the Staff’s comment.

 2. Specify the “Per Share Merger Consideration Value” and “Exchange Ratio” on your cover page.

Response: The Company has revised
the disclosure on the cover page of the Amendment in response to the Staff’s comment.

    Mr. Faller

    CleanTech Acquisition Corp.

    Page
    2

 3. Please tell us why you have included both the PIPE investment share approval and the business combination share approval in the same
proposal being presented to CLAQ stockholders. Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as Question 201.01 of the Exchange
Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations.

Response: The Company has unbundled the proposals
for the PIPE investment share approval and the business combination share approval in the Amendment in response to the Staff’s comment.

Q: How will the Initial Stockholders vote?, page 7

 4. We note your disclosure that only 3.1% of the outstanding shares of the common stock held by your public stockholders must vote in
favor of the Business Combination Proposal for it to be approved. With respect to both you and Nauticus, please also compare the percentage
of outstanding shares entitled to vote held by directors, executive officers and their affiliates and the vote required for approval of
the proposed transaction. Refer to Item 3(h) of Form S-4.

Response: The Company has revised the disclosure
on pages 7-8 in response to the Staff’s comment.

Q: Do any of CLAQ’s directors or officers have interests that may
conflict with my interests with respect to the Business Combination?, page 9

 5. Expand the discussion here to summarize the material conflicts of interest you describe elsewhere in your disclosure. In those disclosures,
we note you provide the aggregate amount your Initial Stockholders will forfeit if a business combination is not completed. Clarify if
this includes the value of any unexercised private placement warrants or the expenses (in the amount of $1,300,000) and “transaction
costs” described on page 61. Please revise the aggregate dollar amount that the sponsor and its affiliates have at risk that depends
on completion of a business combination to include any loans extended, fees due, and out-of-pocket expenses for which the sponsor and
its affiliates are awaiting reimbursement, in addition to the current value of securities held. Provide similar disclosure for the company’s
officers and directors, if material. Lastly, revise to remove the uncertainty in the statement that certain CLAQ executive officers and
directors “may be deemed” to have interests that differ from those of CLAQ stockholders generally.

Response: The Company has revised the disclosure on
pages 11-12, 34, 72-73 and 109-110 of the Amendment. The Company has also revised the disclosure on page 73 of the Amendment
to clarify that the $1,300,000 transaction costs include an anticipated amount of $100,000 of accrued and unpaid administrative fees owed
to Chardan under the Administrative Support Agreement at the time of the closing.

    Mr. Faller

    CleanTech Acquisition Corp.

    Page 3

Q: What are the material differences, if any, in the terms and price
of securities issued at the time of the CLAQ IPO..., page 9

 6. You define “PIPE Investment” to include the issuance and sale of $35.3 million of common stock and, separately, up to
$40 million of debentures. However, your disclosure here only contemplates the issuance and sale of $35.3 million of common stock. Please
advise or revise here and throughout your disclosure to discuss the secured debentures that are part of your PIPE financing.

Response: The Company has revised the disclosure to
include the Debt Financing in addition to the Equity Financing throughout the Amendment, including on pages 13, 27-28 and 94 of
the Amendment, in response to the Staff’s comment.

Q: What equity stake will current stockholders of CLAQ and Nauticus
stockholders hold in the Combined Company after the closing?, page 9

 7. Please disclose the sponsor and its affiliates’ total
potential ownership interest in the combined company, assuming exercise and conversion of all securities (including the exercise of all
warrants and conversion of any convertible securities). Revise your existing answer to account for the total potential ownership in each
of the redemption scenarios you present on page 23. Please also revise the risk factor on page 62 and the presentation of your security
ownership after the business combination on page 186 to reflect each redemption scenario.

Response: The Company has revised the disclosure on
pages 9-11, 30-31, 66-67, and 218-219 of the Amendment in response to the Staff’s comment.

Q: How do I exercise my redemption rights?, page 10

 8. Clarify whether redeeming shareholders will be able to retain their warrants. Quantify the value of warrants, based on recent trading
prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks to the public
stockholders.

Response: The Company has revised the disclosure on
pages 15, 70 and 185-186 of the Amendment in response to the Staff’s comment.

Summary of the Proxy Statement/Prospectus, page 15

 9. Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders.
Include a sensitivity analysis showing the range of redemption scenarios you have prepared on page 23 of your prospectus.

Response: The Company has revised the disclosure
on pages 10-11 of the Amendment in response to the Staff’s comment.

 10. It appears that fees owed to Chardan Capital Markets, LLC pursuant to the business combination marketing agreement remain constant
and are not adjusted based on redemptions. Revise to disclose the effective fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.

Response: The Company has revised the disclosure on
page 32 of the Amendment to include disclosure on fees owed to Chardan and other advisors in response to the Staff’s comment.

    Mr. Faller

    CleanTech Acquisition Corp.

    Page 4

Nauticus Robotics, Inc., page 16

 11. We note your disclosure on page 45 that indicates “Nauticus’ core products are still in the development and testing phase”
and that manufacturing and delivery of the Aquanaut are not expected to begin before the end of 2022. Further, you state on pages 36 and
37 that the “RaaS launch of Nauticus’ core product, Aquanaut, may be delayed” beyond 2022 and that Nauticus has “no
hard commitments” for RaaS subscriptions, which is a new business model. However, your prospectus summary suggests that Nauticus
has active sales and subscriptions by stating that Nauticus’ “robotics products and services are delivered to commercial and government-facing
customers through a Robotics as a Service (RaaS) business model and direct product sales for both hardware platforms and software licenses.”
Your prospectus summary also describes Nauticus’ robotics portfolio as a “sample set.” Please reconcile and identify which products,
if any, are currently available through either direct sales or Nauticus’ RaaS model or both; for “sample set” products in development,
present the timeline for sale or manufacture, as applicable. Lastly, given the “early-stage” status of Nauticus’ business, provide
the basis for your assertion that the “Implementation of these technologies enables substantially improved operations at significantly
reduced costs and greenhouse gas emissions over conventional methods.”

Response: The Company has revised the disclosure
on pages 21, 22, 45, 54, 147, and 148 of the Amendment in response to the Staff’s comment.

 12. Given the prominent role your disclosure indicates Nauticus’ RaaS model will have in its business, amend your prospectus summary to
clearly describe what Nauticus’ RaaS subscriptions will offer customers and when it expects to launch this model. Clarify whether any
products will be limited to either Nauticus’ RaaS model or direct product sales. Further, as you note that the RaaS service has yet to
launch, identify the services that Nauticus has provided to customers to date that generate revenue and distinguish those from Nauticus’
RaaS business. Disclose if Nauticus plans for those services to continue after the launch of the RaaS business.

Response: The Company has revised the disclosure
on page 23 of the Amendment in response to the Staff’s comment.

Conditions to Closing, page 19

 13. Earlier versions of the Merger Agreement appear to contain a provision requiring the formation and funding of a public benefit corporation
as a wholly owned subsidiary of CleanTech. Similarly, we note disclosure stating that the minimum cash condition was initially set at
$200,000,000. Please revise or advise, and supplement the disclosure in the Background of the Business Combination section.

Response: CleanTech has no subsidiary other than CleanTech
Merger Sub Inc. None of the earlier versions of the Merger Agreement contains a reference to a public benefit corporation or a minimum
cash condition of $200,000,000. References to both in the Form 8-K filed by the Company on December 17, 2022 were typographical errors
which were corrected by an amendment to the Form 8-K filed on that same day.

    Mr. Faller

    CleanTech Acquisition Corp.

    Page 5

Securities Purchase Agreement, page 20

 14. We note that you have arranged to sell additional securities to raise funds to satisfy the minimum cash condition required to complete
the business combination transaction after returning funds to redeeming stockholders. Revise your disclosure to discuss the key terms
of the convertible securities and to disclose the potential impact of those securities on non-redeeming shareholders. In doing so, identify
the conversion price of your secured debentures or disclose how the conversion price will be determined. We also note your disclosure
states that up to a principal amount of $40,000,000 in secured debentures will be offered, but your securities purchase agreement, filed
as Exhibit 10.4 and executed on December 16, 2021, identifies the purchase of a principal amount of $34,00,000 in debentures and 2,720,000
warrant shares. Elsewhere, on page 83, you state that ATW Special Situations I LLC committed to purchase convertible notes in the principal
amount of $38.06 million. Revise to clearly describe this transaction and the counterparty in your disclosure and describe how you determined
that proceeds of the PIPE investment for the secured debentures and warrants will generate proceeds of $37.2 million on page 150. Further,
reconcile the 2,720,000 warrant shares specified in Exhibit 10.4 with the 3,036,794 warrants described on page 150. Lastly, clarify your
description of the warrants to state what each warrant will entitle the holder to purchase when exercised.

Response: The Company has added disclosure on the
key terms of the convertible notes on pages 13-14, 27-28, 94 and 131 of the Amendment. The Company has also added disclosure on
the potential impact of the Debentures and associated Warrants on the non-redeeming shareholders on pages 10-11 and 30 of the Amendment.
Parties have entered into an agreement on January 31, 2022 to correct ATW’s subscription amount of the Debentures and the Warrant
Shares. A copy of the agreement has been filed as Exhibit 10.14.1 with the Amendment. The Company has revised disclosure with the corrected
amount committed by ATW in the Debt Financing throughout the Amendment.

Ownership of the Post-Business Combination Company After the Closing,
page 23

 15. In the first paragraph of your narrative disclosure, please clarify that the post-merger ownership figures you present assume that
there are no redemptions by the SPAC’s public stockholders. In the second paragraph of your narrative disclosure, you state that
the “following table shows all possible sources and the extent of dilution,” yet footnotes (7), (8), (9), and (10) note that
certain sources of dilution were excluded. Revise to clearly disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: The Company has revised the disclosure on
pages 30-32 of the Amendment in response to the Staff’s comment.

    Mr. Faller

    CleanTech Acquisition Corp.

    Page 6

Risk Factors, page 32

 16. Please highlight the material risks to public warrant holders, including those arising from differences between private and public
warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants.
Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants
become eligible for redemption.

Response: The Company has added disclosure on pages
70 and 185-186 of the Amendment in response to the Staff’s comment.

 17. Disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten
offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any
material misstatements or omissions in a registration statement.

Response: The Company has added disclosure on pages
74-75 of the Amendment in response to the Staff’s comment.

 18. Disclose any material risks arising from the contingent right to receive the Earnout Shares granted as merger consideration in your
business combination.

Response: The Company has revised disclosure on pages
66 and 74 of the Amendment in response to the Staff’s comment

Nauticus has identified a material weakness in its internal control
over financial reporting. This material weakness..., page 33

 19. We note

United States securities and exchange commission logo
March 1, 2022
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Cleantech Acquisition Corp.
Registration Statement on Form S-4
Filed January 31, 2022
File No. 333-262431
Dear Mr. Spiro:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed January 31, 2022
Cover page
1.Disclose the thresholds that constitute a “Triggering Event” for your Earnout Shares here
and where appropriate elsewhere in your disclosure.  Describe any other material terms of
your Earnout Shares.
2.Specify the "Per Share Merger Consideration Value" and "Exchange Ratio" on your cover
page.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 March 1, 2022 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 2
3.Please tell us why you have included both the PIPE investment share approval and the
business combination share approval in the same proposal being presented to
CLAQ stockholders.  Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as
Question 201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
Q: How will the Initial Stockholders vote?, page 7
4.We note your disclosure that only 3.1% of the outstanding shares of the common stock
held by your public stockholders must vote in favor of the Business Combination Proposal
for it to be approved.  With respect to both you and Nauticus, please also compare the
percentage of outstanding shares entitled to vote held by directors, executive officers and
their affiliates and the vote required for approval of the proposed transaction.  Refer to
Item 3(h) of Form S-4.
Q: Do any of CLAQ's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 9
5.Expand the discussion here to summarize the material conflicts of interest you describe
elsewhere in your disclosure.  In those disclosures, we note you provide the aggregate
amount your Initial Stockholders will forfeit if a business combination is not completed.
Clarify if this includes the value of any unexercised private placement warrants or the
expenses (in the amount of $1,300,000) and "transaction costs" described on page 61.
Please revise the aggregate dollar amount that the sponsor and its affiliates have at risk
that depends on completion of a business combination to include any loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement, in addition to the current value of securities held.  Provide similar
disclosure for the company’s officers and directors, if material.  Lastly, revise to remove
the uncertainty in the statement that certain CLAQ executive officers and directors "may
be deemed" to have interests that differ from those of CLAQ stockholders generally.
Q: What are the material differences, if any, in the terms and price of securities issued at the time
of the CLAQ IPO..., page 9
6.You define “PIPE Investment” to include the issuance and sale of $35.3 million of
common stock and, separately, up to $40 million of debentures.  However, your disclosure
here only contemplates the issuance and sale of $35.3 million of common stock.  Please
advise or revise here and throughout your disclosure to discuss the secured debentures that
are part of your PIPE financing.
Q: What equity stake will current stockholders of CLAQ and Nauticus stockholders hold in the
Combined Company after the closing?, page 9
7.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities (including the

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 March 1, 2022 Page 3
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 3
exercise of all warrants and conversion of any convertible securities).  Revise your
existing answer to account for the total potential ownership in each of the redemption
scenarios you present on page 23.  Please also revise the risk factor on page 62 and the
presentation of your security ownership after the business combination on page 186 to
reflect each redemption scenario.
Q: How do I exercise my redemption rights?, page 10
8.Clarify whether redeeming shareholders will be able to retain their warrants.  Quantify the
value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks to
the public stockholders.
Summary of the Proxy Statement/Prospectus, page 15
9.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders.  Include a sensitivity analysis
showing the range of redemption scenarios you have prepared on page 23 of your
prospectus.
10.It appears that fees owed to Chardan Capital Markets, LLC pursuant to the business
combination marketing agreement remain constant and are not adjusted based on
redemptions.  Revise to disclose the effective fee on a percentage basis for shares at each
redemption level presented in your sensitivity analysis related to dilution.
Nauticus Robotics, Inc., page 16
11.We note your disclosure on page 45 that indicates "Nauticus’ core products are still in the
development and testing phase" and that manufacturing and delivery of the Aquanaut are
not expected to begin before the end of 2022.  Further, you state on pages 36 and 37 that
the "RaaS launch of Nauticus’ core product, Aquanaut, may be delayed" beyond 2022 and
that Nauticus has "no hard commitments" for RaaS subscriptions, which is a new business
model.  However, your prospectus summary suggests that Nauticus has active sales and
subscriptions by stating that Nauticus' "robotics products and services are delivered to
commercial and government-facing customers through a Robotics as a Service (RaaS)
business model and direct product sales for both hardware platforms and software
licenses."  Your prospectus summary also describes Nauticus' robotics portfolio as a
"sample set."  Please reconcile and identify which products, if any, are currently available
through either direct sales or Nauticus' RaaS model or both; for "sample set" products in
development, present the timeline for sale or manufacture, as applicable.  Lastly, given the
"early-stage" status of Nauticus' business, provide the basis for your assertion that the
“Implementation of these technologies enables substantially improved operations at
significantly reduced costs and greenhouse gas emissions over conventional methods.”
12.Given the prominent role your disclosure indicates Nauticus' RaaS model will have in its
business, amend your prospectus summary to clearly describe what Nauticus' RaaS

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 March 1, 2022 Page 4
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 4
subscriptions will offer customers and when it expects to launch this model.  Clarify
whether any products will be limited to either Nauticus' RaaS model or direct product
sales.  Further, as you note that the RaaS service has yet to launch, identify the services
that Nauticus has provided to customers to date that generate revenue and distinguish
those from Nauticus' RaaS business.  Disclose if Nauticus plans for those services to
continue after the launch of the RaaS business.
Conditions to Closing, page 19
13.Earlier versions of the Merger Agreement appear to contain a provision requiring
the formation and funding of a public benefit corporation as a wholly owned subsidiary of
CleanTech.  Similarly, we note disclosure stating that the minimum cash condition was
initially set at $200,000,000.  Please revise or advise, and supplement the disclosure in
the Background of the Business Combination section.
Securities Purchase Agreement, page 20
14.We note that you have arranged to sell additional securities to raise funds to satisfy the
minimum cash condition required to complete the business combination transaction after
returning funds to redeeming stockholders.  Revise your disclosure to discuss the key
terms of the convertible securities and to disclose the potential impact of those securities
on non-redeeming shareholders.  In doing so, identify the conversion price of your secured
debentures or disclose how the conversion price will be determined.  We also note your
disclosure states that up to a principal amount of $40,000,000 in secured debentures will
be offered, but your securities purchase agreement, filed as Exhibit 10.4 and executed on
December 16, 2021, identifies the purchase of a principal amount of $34,00,000 in
debentures and 2,720,000 warrant shares.  Elsewhere, on page 83, you state that ATW
Special Situations I LLC committed to purchase convertible notes in the principal amount
of $38.06 million.  Revise to clearly describe this transaction and the counterparty in your
disclosure and describe how you determined that proceeds of the PIPE investment for the
secured debentures and warrants will generate proceeds of $37.2 million on page 150.
Further, reconcile the 2,720,000 warrant shares specified in Exhibit 10.4 with the
3,036,794 warrants described on page 150.  Lastly, clarify your description of the warrants
to state what each warrant will entitle the holder to purchase when exercised.
Ownership of the Post-Business Combination Company After the Closing, page 23
15.In the first paragraph of your narrative disclosure, please clarify that the post-merger
ownership figures you present assume that there are no redemptions by the SPAC’s public
stockholders.  In the second paragraph of your narrative disclosure, you state that the
“following table shows all possible sources and the extent of dilution,” yet footnotes (7),
(8), (9), and (10) note that certain sources of dilution were excluded.  Revise to clearly
disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide
disclosure of the impact of each significant source of dilution, including the amount of

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 March 1, 2022 Page 5
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 5
equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions.
Risk Factors, page 32
16.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
17.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
18.Disclose any material risks arising from the contingent right to receive the Earnout Shares
granted as merger consideration in your business combination.
Nauticus has identified a material weakness in its internal control over financial reporting. This
material weakness..., page 33
19.We note your disclosure regarding Nauticus' material weakness in internal control
over financial reporting.  Please revise to clarify what steps you have taken, to date, and
what remains to be completed in your remediation plan.  Also, disclose how long you
estimate it will take to complete your plan and any associated material costs that you have
incurred or expect to incur.  Lastly, you indicate here that your internal control over
financial reporting was not effective as of December 31, 2022.  Please revise or advise.
RaaS launch of Nauticus' core product, Aquanaut, may be delayed beyond the end of 2022, page
36
20.Your caption to this risk factor notes the delay of the Aquanaut's RaaS launch, but the
body of the risk factor discusses when "Nauticus expects to commercially launch its RaaS
business" by the end of 2022.  Please clarify whether the RaaS business model or the
Aquanaut may be delayed or both.
Nauticus is dependent on its suppliers, some of which are currently single or limited source
suppliers, page 46
21.You disclose that Nauticus is dependent on its suppliers.  For any of Nauticus' principal
suppliers, revise your disclosure to identify the names of such suppliers.  Refer to Item
101(h)(4)(v) of Regulation S-K.  Further, if Nauticus has material contracts or is
substantially dependent upon any agreements with its suppliers, summarize the material

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 March 1, 2022 Page 6
 FirstName LastNameEli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 6
terms and file a copy of any such agreement as an exhibit to your registration statement
pursuant to Item 601(b)(10) of Regulation S-K.
CLAQ and Nauticus have incurred and expect to incur significant costs associated with the
Business Combination, page 61
22.Provide an estimate of the significant expenses you state Nauticus is expected to incur in
connection with the business combination.  With respect to the $1,300,000 in expenses
estimated for CLAQ, please disclose if this includes the aggregate value of all payments
and reimbursements, including amounts due to the sponsor, officers and directors, and
their affiliates under the terms of any applicable agreement.  Finally, clarify the last
sentence in this risk factor to distinguish between the pre- and post-merger entity.
Background of the Business Combination, page 76
23.You state that you entered into “exclusive negotiations” with Nauticus on September 17,
2021, but later disclose engagement with a water and wastewater treatment company,
clean energy company, a sustainable resource technology company, and a renewable
energy solutions company that occurred in September and October.  Please advise or
revise.  Please also clarify whether these engagements occurred in the same year as the
others disclosed in your timeline.  You also state on page 78 that “initial conversations”
were held with Nauticus and its advisors “as potential counterparties to a transaction” in
September 2021.  However, your timeline also discloses several meetings in July and
August 2021 with Nauticus parties.  Please clarify.
24.We note your disclosure of the convertible debt PIPE security negotiations with ATW
Partners on page 80 that included diligence and meetings until December 16, 2021.
Please revise to clarify whether these negotiations resulted in a binding agreement.  We
also note on page 81 a separate paragraph mentioning a subsequent “potential convertible
debt PIPE security” and discussions related to other potential P

CORRESP
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CleanTech Acquisition
Corp.

207 West 25th Street, 9th Floor,

New York, NY 10001

July 13, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    CleanTech Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-256578) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:00 p.m. on July 14, 2021, or as soon thereafter as practicable.

    Very truly yours,

    CleanTech Acquisition Corp.

    By:
    /s/ Eli Spiro

    Name:
     Eli Spiro

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

July 13, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CleanTech Acquisition Corp.

    Registration Statement on Form S-1 (File No. 333-256578)

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations
under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 361 copies of the Preliminary
Prospectus dated July 6, 2021 were distributed to prospective underwriters, institutional investors, retail investors and prospective
dealers in connection with the above captioned Registration Statement.

We wish to advise you that the participating underwriters
have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

We hereby join in the request of the registrant that
the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday,
July 14, 2021 or as soon thereafter as practicable.

[Signature page follows]

    Sincerely,

    Chardan Capital Markets LLC

    By:
    /s/ Shai Gerson

    Name:
    Shai Gerson

    Title:
    Partner and Managing Director

United States securities and exchange commission logo
April 2, 2021
Eli Spiro
Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:CleanTech Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted March 8, 2021
CIK No. 0001849820
Dear Mr. Spiro:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted March 8, 2021
Cover Page
1.We refer to footnote (2) to your underwriting compensation table where you state that "the
underwriters will receive compensation in addition to the underwriting discount." Please
revise to quantify "compensation" and to include the deferred compensation to the
underwriters. In this regard, we note your disclosure on page 15 that you will pay Chardan
Capital Markets, LLC a marketing fee for services upon the consummation of your initial
business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds
of this offering, including any proceeds from the full or partial exercise of the over-
allotment option. Also note, if true, that this deferred compensation will be placed in a
trust account.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 2, 2021 Page 2
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
April 2, 2021
Page 2
Prospectus Summary
The Offering, page 10
2.You state on page 17 that your initial stockholders have agreed to vote their founder
shares and any public shares in favor of any proposed business combination. Please
disclose how many public shares you would need to be voted in favor of a proposed
business combination assuming all outstanding shares are voted and the overallotment
option is not exercised. In this regard, we note your disclosure on page 32 that upon
closing of the offering, your initial stockholders and co-sponsors will own 20% of your
issued and outstanding shares of common stock. Further, you disclose on page 65 that if
you seek stockholder approval of a proposed transaction, you would need only 937,001
(5.1%) of your public shares to be voted in favor of the transaction in order to have such
transaction approved (assuming that only a quorum was present at the meeting, that the
over-allotment option is not exercised and that the initial stockholders do not purchase any
units in this offering or units or shares in the after-market). Please revise the disclosure in
the prospectus summary to include this information.
Risk Factors
Our amended and restated certificate of incorporation designates the Court of Chancery of the
State of Delaware..., page 41
3.We note that your forum selection provision identifies a state court located within the
State of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act. If the provision applies to Securities Act claims, please also state that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
Management
Conflicts of Interest, page 80
4.On page 81, you state that each of LifeSci Acquisition Corp., Chardan Healthcare
Acquisition 2 Corp. and 10X Capital Venture Acquisition Corp. is a special purpose
acquisition company that is seeking a target for a business combination. In order to clearly
illustrate the past and present overlapping SPAC activity of your management, discuss the
current status, proceeds raised or to be raised, acquisition focus and duration of each of
these SPAC entities.

 FirstName LastNameEli Spiro
 Comapany NameCleanTech Acquisition Corp.
 April 2, 2021 Page 3
 FirstName LastName
Eli Spiro
CleanTech Acquisition Corp.
April 2, 2021
Page 3
Notes to the Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation, page F-9
5.Management’s Discussion and Analysis discloses that there are factors that raise
substantial doubt about your ability to continue as a going concern. In this regard, we note
your financial statement footnote disclosure that you determined that the Company has
access to funds from the Sponsor that are sufficient to fund the working capital needs of
the Company until the earlier of the consummation of the Proposed Public Offering or one
year from the date of issuance of these financial statements. Please describe the agreement
that obligates your Sponsors and clarify whether the terms of such arrangements are
considered arms-length terms. If there is substantial doubt about your ability to continue
as a going concern please ensure that your disclosures comply with ASC 205-40.  Please
advise.

            You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Folake Ayoola, Senior
Counsel, at (202) 551-3673 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso, Esq.