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.
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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
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         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
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         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
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         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
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         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 PIPE
transactions.
         Please clarify the outcome of these discussions.
25.      When you refer to the CLAQ management team or the Board, identify the
management
         team and Board members that are referred to or confirm that you mean
all members of
         your Board or management team. In addition, please expand the
description of the
         transaction timeline to include any relevant disclosure about:

                whether the sponsor and management and affiliates have a track
record with
              SPACs and, if so, balanced disclosure about this record and the
outcomes of the prior
              transactions;

                whether the sponsor has other SPACs in the process of searching
for a target
              company and whether the sponsor considered more than one active
SPAC to be the
              potential acquirer and how the final decision was reached;

                the negotiation of the Earnout Shares or of any other
contingent payments to be
 Eli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 7
              received by shareholders of Nauticus and the underlying reason
why Earnout Shares
              were negotiated;

                any involvement of Chardan Capital Markets, LLC with the
transaction or PIPE
              investment, including the extent and level of diligence, if any,
performed by Chardan
              Capital Markets, LLC; and

                any discussions involving continuing employment or involvement
for any persons
              affiliated with CLAQ before the merger, any formal or informal
commitment to
              retain Chardan Capital Markets, LLC or any other financial
advisors after the merger,
              and any pre-existing relationships between CLAQ (or individuals
affiliated with
              CLAQ) and additional investors.
CleanTech Acquisition Corp.'s Board of Directors' Discussion of Valuation and
Reasons for the
Approval of the Business Combination, page 83

26.      We note your disclosure that in deciding to approve the business
combination your board
         relied upon the results of due diligence, including the fact that ATW
Special Situations I
         LLC retained third party advisors with specialties in industrial
manufacturing and business
         scalability to validate and assess the business of Nauticus. Please
disclose if your board
         was provided the results of this due diligence and summarize the
material elements of this
         diligence if so.
Certain Nauticus' Projected Financial Information, page 84

27.      We note the projected revenue forecast for Nauticus includes
assumptions based on
         contractual arrangements and the expected launch of Nauticus'
commercial services fleet
         under its RaaS business model. Disclose when Nauticus assumed the RaaS
business
         model would launch and all other assumptions Nauticus used in
preparing its projections.
         For example, quantify the assumptions used for hiring personnel, the
level of demand for
         ocean robotic systems, the cost of manufacturing, cost of components,
the length of the
         sales cycle, and maintenance and refurbishing costs for the planned
systems.
28.      Tell us why you believe Nauticus has sufficient engagement with
customers and a
         reasonable basis to project demand through 2024 given the
developmental stage of
         Nauticus' business and your disclosure on page 37 that Nauticus has
had "no hard
         commitments" to enter into RaaS subscriptions.
29.    We note that the CLAQ Board compared Nauticus' forecasts to the market
capitalization,
       enterprise value and implied valuation multiples of a number of public
companies.
       Discuss how the comparable companies were selected. In addition,
disclose if any formal
FirstName LastNameEli Spiro
       analysis or valuation framework was prepared for or by the CLAQ Board.
Please
Comapany
       also NameCleanTech
            provide disclosureAcquisition Corp. information and figures the
CLAQ Board
                                about the material
March considered
       1, 2022 Pagein 7performing this comparison of Nauticus' peers.
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Interests of Certain Persons in the Business Combination, page 86

30.      Revise the conflicts of interest discussion to highlight any fiduciary
or contractual
         obligations to other entities as well as any interest in, or
affiliation with, the target
         company held by the sponsor or its affiliates. Additionally, clarify
how the board
         considered those conflicts in negotiating and recommending the
business combination.
31.      We note that Chardan Capital Markets, LLC ("Chardan") performed
additional services
         after the IPO and its marketing fee was deferred and conditioned on
completion of a
         business combination. You also describe that Chardan, whose head of
capital markets is
         one of your directors, is paid a fee of $10,000 per month for
providing you with office
         space and on page 175 state that payment of this fee may be delayed
until completion of
         the initial business combination. Please quantify the aggregate fees
payable to
         Chardan that are contingent on completion of the business combination,
including any
         other fees owed in connection with the Financial Advisory Agreement.
Further, please
         clarify if Chardan is also owed a 6.0% fee for the secured debentures
that are part of your
         "PIPE Investment" or revise your disclosure as appropriate.
Proposal No. 4E: Required Stockholder Vote to Amend the Amended and Restated
Bylaws, page
96

32.      Clarify, as stated elsewhere, that this proposal provides for the
amendment of your bylaws
         by either your board of directors or by the required two-thirds vote
of your stockholders.
Material U.S. Federal Income Tax Consequences, page 109

33.      We note your Agreement and Plan of Merger indicates that the parties
intend for the
         business combination to qualify as a    reorganization    within the
meaning of
         Section 368(a) of the Internal Revenue Code. Please revise your
discussion of material
         U.S. federal income tax consequences to describe the consequences if
the business
         combination fails to qualify as such. Further, to support such a
conclusion, please include
         an opinion of counsel that supports this conclusion. See Item
601(b)(8) of Regulation S-
         K. Finally, include a question in your "Questions and Answers about
the Proposals" that
         addresses these potential tax consequences.
Information About Nauticus Robotics, Inc.
Overview, page 120

34.      Please ensure that your disclosure accurately reflects the current
status of your business
         and distinguishes actual accomplishments from your plans. For example,
here you state
         your    approach will transform the industry to an economically
efficient and
         environmentally sustainable model    whereas you note the    early
stage    of your business
         development on page 140 and elsewhere.
35.      Please disclose the basis for the assertion that Nauticus    services
can or
         will reduce greenhouse gas emissions. Similarly, disclose the basis
for the assertion
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         that Nauticus    services can or will reduce a customer's carbon
footprint from smaller
         surface vessels, resulting in lower operational costs.
Market Opportunity, page 123

36.      Provide the sources for the assertions you make about market growth on
pages 123 and
         124. For example, we note your assertions about the    tremendous
growth    in the wind
         farm offshore market that is expected to double by 2030, the
installation of 15,000 wind
         turbines, and the 40% growth in global protein demand by 2050. Please
also explain your
         references to    Worldwide Energy (O&G & Wind) IMR    and    3rd
Offset Strategy.
Customers and Partners, page 128

37.      We note your disclosure on page 33 that Nauticus generated almost all
of its revenue in
         2020 and 2021 from 3 customers. We also note your disclosure here that
Nauticus is
         "teaming with" Leidos, Inc. to deliver ocean vehicles and has
investment relationships
         with Transocean, Inc. and Schlumberger. Revise your disclosure to
describe any material
         contracts related to Nauticus' customers or any other parties   or
upon which
         Nauticus' business is substantially dependent. File a copy of any such
agreement as an
         exhibit to your registration statement. Refer to Item 601(b)(10) of
Regulation S-K.
Information About Nauticus Robotics, Inc.
Customers and Partners, page 128

38.      We note from your disclosure on page 120 that your customers include
both commercial
         and government entities. However, your disclosure here only refers to
government
         customers. Please revise to clarify your current and intended
customers.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Nauticus
COVID-19 Impact, page 132

39.      You state both here and on page F-44 that the pandemic has adversely
affected your
         business, results of operations and financial condition. Please revise
your results of
         operations discussion to address specifically how the pandemic
affected your results,
         including quantification of the impact when appropriate, or otherwise
revise to clarify this
         disclosure.
Results of Operations
Comparison of the Years Ended December 31, 2020 and 2019, page 136

40.      We note revenue decreased 31% between 2019 and 2020 due to the
completion of projects
         in 2019, a reduction in sales to a related party and a smaller number
of projects in
         2020. Where a material change is attributed to two or more factors,
including any
         offsetting factors, the contribution of each identified factor should
be described in
         quantified terms. Accordingly, please revise to quantify the impact of
factors affecting
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         fluctuations in revenue. Similar revisions should be made throughout
your results of
         operations disclosures for other line items. Refer to Item 303(a)(3)
of Regulation S-K and
         Section III.D of SEC Release No. 33-6835.
41.      Please revise to clarify from which of your products and services you
generated
         revenue and separately explain the fluctuations in each of the product
and service revenue
         streams for each period presented. Also, disclose the number of
ongoing projects each
         period, and describe the products and services involved and the terms
of such ongoing
         projects. Lastly, consider including a discussion of your project
backlog.
Unaudited Pro Forma Condensed Combined Financial Information, page 143

42.      You state that no pro forma adjustment was recorded for the Earnout
Shares as there will
         be no net impact on additional paid-in-capital on a pro forma combined
basis. Please
         explain further how you intend to account for the Earnout Shares and
provide the specific
         guidance you considered.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 149

43.      Please revise the footnotes to pro forma balance sheet adjustment (B)
and statement of
         operations adjustment (DD) and include the terms of the debentures to
support each
         adjustment. In this regard, disclose how the warrants were valued and
any assumptions
         used in such valuation and provide support for your calculation of
interest expense.
Rights, page 155

44.      Specify the number of rights issued in your initial public offering
and the number of
         shares of common stock underlying those rights that may be issued upon
the
         consummation of your initial business combination if the rights
certificates are returned
         by their respective holders.
Comparison of Stockholders' Rights, page 159

45.      We note that the summary of your forum selection provision identifies
the Court of
         Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
         any    derivative action." However, the form of amended and restated
bylaws, Annex C,
         does not appear to include a corresponding provision. Please disclose
here and in your
         amended and restated bylaws whether this provision applies to actions
arising under the
         Exchange Act or the Securities Act or both. In that regard, we note
that Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
         duty or liability created by the Exchange Act or the rules and
regulations thereunder
         and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts.
Directors and Executive Officers of CLAQ, page 170

46.      Please provide specific dates of service for the past and present
occupations held for each
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         of your executive officers and directors during the past five years.
Refer to Item 401(e) of
         Regulation S-K.
Directors and Executive Officers of Nauticus, page 176

47.      Where not provided, please revise to include specific dates of service
for the past and
         present occupations held for each of your executive officers and
directors during the past
         five years. Refer to Item 401(e) of Regulation S-K.
Related Party Loans, page 187

48.      We note your disclosure that your co-sponsors or its officers and
directors may make
         loans to finance transaction costs in connection with the initial
business combination as
         well as certain loans that may be made by Chardan Capital Markets,
LLC. Clarify the
         terms and purpose of any loans from Chardan Capital Markets, LLC.
Please disclose if
         any borrowings under the loans described in this section were made
after September 30,
         2021.
Nauticus Related Person Transactions, page 189

49.      You disclose on page 136 and elsewhere that you have made sales to
Transocean, a
         related party. Please provide the information required by Item 404 of
Regulation S-K.
Nauticus Robotics, Inc. Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-45

50.      Please revise here to clarify, if true, that you have not yet produced
and sold any products
         and are still in the development phase or otherwise clarify which
products you have
         produced and sold. In this regard, you state in your Risk Factors and
Business sections
         that you are currently developing your products and expect to launch
your core product in
         late 2022; however, we note you recorded product revenue in all
periods presented, which
         in 2019 comprised approximately 28% of total revenue. Ensure your
disclosures clearly
         explain the products you have sold and/or to what the recognized
product revenue
         relates. Also, separately discuss the nature of the services you
currently offer.
51.      Please revise to disclose whether, and how often, you reassess the
total estimated costs to
         completion under your service contracts. Refer to ASC 606-10-25-35.
52.      We note the total cost plus and fixed fee revenue amounts disclosed
here do not agree to
         total revenue for the year ended December 31, 2020. Please revise or
advise.
53.      Please revise to disclose the typical length of your contracts for
both product and service
         arrangements. Also, disclose the amount of any unsatisfied remaining
performance
         obligations as of period end and when you expect to recognize the
revenue. Refer to ASC
         606-10-50-13.
 Eli Spiro
FirstName
CleanTech LastNameEli   Spiro
           Acquisition Corp.
Comapany
March      NameCleanTech Acquisition Corp.
       1, 2022
March121, 2022 Page 12
Page
FirstName LastName
54.      Please revise to disclose how you determine the transaction price for
your contracts,
         including any methods, inputs and assumptions used, and how you
allocate the transaction
         price, including how you estimate the stand-alone selling price. Refer
to ASC 606-10-50-
         20.
55.      We note your customer advances balance increased significantly between
2019 and 2020
         and again as of September 30, 2021. Please revise to explain the
reason for the significant
         increase in this balance from period to period and disclose the amount
of revenue
         recognized in each period that was included in the contract liability
balance as of the
         beginning of the period. Similarly, we note your accounts receivable
and contract asset
         balances decreased between 2019 and 2020 and then increased again as
of September 30,
         2021. Please similarly revise to address the fluctuations in these
balances. Refer to
         ASC 606-10-50-8(b) and 50-10.
Major Customer and Concentration of Credit Risk, page F-47

56.      Please revise to separately disclose the total revenue from each
customer that accounted
         for more than 10% of your revenue for each period presented. Refer to
ASC 280-10-50-
         42. In your response, please provide us with the name of each
customer.
Note 5. SBA Paycheck Protection Program Loan, page F-50

57.      We note that while your application for forgiveness of the PPP loan
was approved by
         Frost Bank prior to December 31, 2020, SBA approval was not received
until May 20,
         2021. Please explain why you recognized the forgiveness of such debt
in fiscal year 2020,
         and how you determined that you were legally released from such
obligation prior to the
         SBA's approval. Refer to ASC 405-20. Also, tell us where you
classified the proceeds
         from and forgiveness of these loans in your statement of cash flow.
10. Related Party Transactions, page F-54

58.      We note your disclosure regarding revenue recognized in 2019 and 2020
from
         Transocean, a related party. However, these amounts do not agree to
the related party
         revenue presented on the face of your statement of operations. Please
revise or advise.
         Additionally, please tell us whether any of your other customers are
related parties and, if
         so, revise to disclose this fact here along with the related revenue
and accounts receivable
         for each such customer.
        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.
 Eli Spiro
CleanTech Acquisition Corp.
March 1, 2022
Page 13

       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,
FirstName LastNameEli Spiro
                                                          Division of
Corporation Finance
Comapany NameCleanTech Acquisition Corp.
                                                          Office of Technology
March 1, 2022 Page 13
cc:       Giovanni Caruso
FirstName LastName