RELATED PERSON TRANSACTIONS
The following is a description of each transaction since July 1, 2020 and each currently proposed transaction, in which:
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we have been or are to be a participant; |
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the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for our last two completed fiscal years; and |
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any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any immediate family
member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. |
Founder Shares
In July 2020, CleanTech Sponsor I LLC
(CleanTech Sponsor) was issued 5,000,000 shares of CLAQ Common Stock (the founder shares) for an aggregate price of $25,000. In February 2021, CleanTech Acquisition Corp., our predecessor entity (CLAQ),
effected a 1.4375-for-1 stock split of its issued and outstanding shares of Common Stock, resulting in an aggregate of 7,187,500 shares of Common Stock issued and
outstanding.
On February 16, 2021, CleanTech Sponsor paid $16,667 to CLAQ, which amount was paid to CleanTech Investments, LLC (Cleantech
Investments) to cancel 4,791,667 of its founder shares that it previously held and immediately thereafter CLAQ issued 4,791,667 founders shares to CleanTech Sponsor. As a result, CleanTech Sponsor owns 4,791,667 founder shares and CleanTech
Investments owns 2,395,833 founder shares.
In June 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 founder shares
and 958,333 founder shares, respectively, which CLAQ cancelled, resulting in a decrease in the total number of founder shares outstanding from 7,187,500 shares to 4,312,500 shares. As a result, CleanTech Sponsor owns 2,875,000 founder shares and
CleanTech Investments owns 1,437,500 founder shares. Subsequently, CleanTech Sponsor transferred an aggregate of 280,000 founder shares to CLAQ officers, directors and certain advisors, retaining only 2,595,000 shares of founder shares.
On the date of the CLAQs initial public offering (the IPO), the founder shares were placed into an escrow account maintained in New York,
New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, (i) 50% of the 4,312,500 founder shares will not be released from escrow until the earlier of (A) six
(6) months after the closing of the Business Combination, or (B) the date on which the closing price of our shares of Common Stock equals or exceeds $12.50 per share for any 20 trading days within any
30-trading day period commencing after the Business Combination; and (ii) the remaining 50% of the founder shares will not be released from escrow until six (6) months after the closing of the
Business Combination, or earlier, in either case, if, subsequent to the Business Combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to
exchange their shares of Common Stock for cash, securities or other property.
Private Warrants
Simultaneously with the closing of the IPO, CLAQ consummated in a private placement the sale of 4,333,333 warrants (the Private Warrants) at a price of $1.00
per warrant to the CleanTech Sponsor and 2,166,667 Private Warrants to CleanTech Investments, generating total gross proceeds of $6,500,000. In connection with the underwriters exercise of their over-allotment option, CLAQ also consummated the
sale of an additional 450,000 Private Warrants to CleanTech Sponsor and 225,000 Private Warrants at $1.00 per Private Warrant to CleanTech Investments, generating additional gross proceeds of $675,000. Each Private Warrant is exercisable to purchase
one share of Common Stock of CLAQ at $11.50 per share.
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36 | 2023
PROXY STATEMENT |
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