Nauticus Robotics, a developer of autonomous vehicles and robots for data collection and intervention services for offshore industries, announced the execution of a definitive agreement to acquire 3D at Depth, Inc. (“3D”), a global leader in commercial subsea laser LiDAR (Light Detection and Range) inspection and data services, for approximately $34 million in stock, before certain purchase price adjustments and the assumption of debt.

This strategic acquisition enhances Nauticus’ full spectrum of autonomous underwater maritime capabilities, including integrated sensor solutions and data collection and analysis. It expands market reach and increases the value and utilization of Nauticus’ Fleet assets.

“The future of subsea services lies in autonomy, data gathering, and analytics,” said Nicolaus Radford, Nauticus’ Founder and CEO. “LiDAR has long since been core to terrestrial autonomy and by adding 3D’s capabilities to the Nauticus Fleet, we enhance autonomous vehicles in the offshore market. This acquisition increases the value of Nauticus’ fleet services and positions the Company to capitalize on data acquisition and analytics for subsea operations.”

Compelling Strategic and Financial Benefits

• Accelerates commercial market penetration: Nauticus expects to capitalize on existing Master Service Agreements and contracts to shorten sales cycles, providing compelling growth and cross-selling opportunities. 3D has broad customer relationships, including several companies in Nauticus’ sales pipeline.
• Broadens IP portfolio: Nauticus will assume 11 patents for a leading position in underwater optical measurements and inspection, with an additional 19 pending. This portfolio bolsters the Company’s existing Intellectual Property for subsea robotics and autonomy.
• Expands target market: Nauticus expects to benefit from growing usage of 3D’s laser LiDAR by 3rd party operators in the industry, accessing a larger part of the offshore market. The laser LiDAR service also integrates into the Nauticus Fleet, enhancing unit economics.
• Established operational expertise: As Nauticus scales up domestic and international offshore service operations in 2024, 3D’s experience from delivering more than 850 commercial projects across six continents will complement Nauticus’ existing offshore expertise.
• Accretive to per share metrics: The transaction is expected to be accretive to Nauticus’ 2024 revenue per share, earnings per share, and cash flow per share. During 2022, 3D generated $9.8 million of revenue with a gross profit margin in excess of 60%, and it is on track to grow revenue by more than 20% in 2023.

“In addition to the compelling strategic and financial benefits of this deal, the acquisition will add momentum to our commercial growth trajectory,” Radford continued. “By adding 3D’s technology, offshore inspection and data service, and experienced team, Nauticus expands our addressable market and accelerates our customer penetration in the offshore energy and renewables industries.”

Founded in 2009, 3D is a pioneer in the world of underwater laser LiDAR technology. The company’s technology and service allow customers to map, monitor, and evaluate submerged assets, providing benefits through increased project efficiencies, reduced operational costs, and total asset and environmental awareness.

“The Nauticus Robotics and 3D at Depth combination creates a compelling solution for the subsea market and should help improve our products and services for all our clients,” said Carl Embry, founder and CEO of 3D at Depth. “We believe the integration of our unique subsea multi-dimensional data collection and processing with an emerging leader in subsea robotics creates a differentiated offering for customers seeking safer, cleaner, lower-cost subsea services.”

Transaction Details

Under the terms and subject to the conditions of the acquisition agreement, 3D security holders will receive approximately 9.9326 shares of Nauticus common stock for each share of 3D common stock equivalent they own, for an aggregate equity value of approximately $34 million, before purchase price adjustments. Nauticus will also assume approximately $4.1 million of debt in the transaction. The transaction is expected to close during the fourth quarter of 2023. Upon closing of the transaction, 3D will operate as a division of Nauticus.

The boards of both companies have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of Nauticus’ and 3D’s respective stockholders.

Mast Capital Advisors is acting as the exclusive financial advisor to Nauticus and Winston & Strawn LLP is serving as legal counsel to Nauticus in connection with the transaction. Sparkstone Capital Advisors is acting as the exclusive financial advisor to 3D, with BoyarMiller and Hutchinson Black and Cook, LLC serving as legal counsel to 3D.

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