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.
 Eli Spiro
FirstName
CleanTech LastNameEli    Spiro
            Acquisition Corp.
Comapany
August      NameCleanTech Acquisition Corp.
        1, 2022
August
Page 2 1, 2022 Page 2
FirstName LastName
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.