Nauticus Robotics to Acquire 3D at Depth in $34M All-stock Deal

Nauticus Robotics, a developer of autonomous vehicles and robots for data collection and intervention services for offshore industries, has agreed to acquire 3D at Depth, a specialist in commercial subsea laser LiDAR (Light Detection and Range) inspection and data services.

Nauticus Robotics will acquire 3D at Depth 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 the market reach and increases the value and utilization of Nauticus’ Fleet assets," Nauticus said.

“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.”

3D 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.”

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.

Nauticus said the acquisition would accelerate commercial market penetration, broaden its IP portfolio as it will assume 11 patents in underwater optical measurements and inspection, expand its target market, benefitting from growing usage of 3D’s laser LiDAR by third-party operators in the industry, and accessing a larger part of the offshore market.

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, Nauticus said.

"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," Nauticus said.

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