(Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents For the transition period from __________ to __________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number: 001-40611 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware ...

HOUSTON, May 6, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. ("Nauticus" or the "Company") (NASDAQ: KITT) today announced the Company's schedule for releasing its first quarter financial and operating results for the period ended March 31, 2024. The Company plans to release its first quarter financial and operating results after market close on May 13, 2024. The Company plans to host an earnings conference call on May 14 at 9:00 am Central Daylight Time.To participate in the earnings conference call, partic ...

Financial Data and Key Metrics - Net loss for Q4 2023 was $8.8 million, compared to $5.7 million in the same period last year [12] - Full-year adjusted net loss for 2023 was $34.3 million, an increase of $18.7 million from the previous year [12] - Revenue for Q4 2023 was $1.1 million, down $2.1 million from the previous year [43] - Full-year revenue for 2023 was $6.6 million, down $4.8 million from 2022 [43] - Operating expenses for Q4 2023 were $35.3 million, a $24.9 million increase from the same period in 2022, including a one-time impairment charge of $25.3 million [43] - Cash at the end of 2023 was $800,000, with an additional $13.4 million secured in Q1 2024 from current investors [16] Business Line Data and Key Metrics - Autonomous Solutions group is focused on the Aquanaut Mark 2 vehicle, currently undergoing full system testing in the Gulf of Mexico, with testing exceeding 1,300 meters [5] - ToolKITT software platform is platform-independent and has been successfully used on several subsea robots [6] - Electric Manipulators differentiate the company from competitors, with a focus on transitioning subsea work to autonomous untethered systems [7] - Government Solutions completed two projects for the Department of Defense in 2023 and Q1 2024, with no future work expected from these projects [50] Market Data and Key Metrics - The government market segment is believed to exceed $1.5 billion in 2025, but the company's addressable market is smaller due to capital constraints [50] - The ROV market is expected to see growth in 2025, particularly in the oil & gas industry, with opportunities for the company to enter the market with a tested vehicle [18] Company Strategy and Industry Competition - The company is transitioning from a research and development organization to a customer-centric innovation for profit enterprise [9] - Organizational changes include the addition of an Interim CFO, General Counsel, and sales leadership, with a focus on reducing G&A expenses by more than 50% year-on-year in 2024 [16] - The company has reorganized into four business units: Autonomous Solutions, Electrical Manipulators, Autonomy Software, and Government Solutions [40] - The company is focusing on cost management and aligning its culture to be customer-centric, with a reduction in headcount from over 100 to less than 50 [23] Management Commentary on Operating Environment and Future Outlook - Management is optimistic about the 2025 market uplift for ROVs and the company's ability to step into the market with a tested vehicle [18] - The company is focused on delivering on contractual requirements and transforming its culture to be customer-centric [21] - Management is confident in the company's ability to create value for shareholders, lenders, and customers through cost management and operational efficiency [23] Other Important Information - The company has one Aquanaut vehicle fully assembled and being tested, with a second vehicle in the shop and a third in preparation for assembly in early 2025 [32] - The company has no plans to build additional vehicles beyond the three currently in progress, pending commercial success [32] - Management compensation is heavily weighted towards shares, reflecting confidence in the company's future [28] Q&A Session Summary Question: What are the key areas of opportunity for the ROV market in 2025? - The ROV market, particularly in the oil & gas industry, is expected to see growth in 2025, with opportunities for the company to enter the market with a tested vehicle [18] Question: What are the most important factors for the team to focus on as the company becomes more customer-focused? - The most important factors are contractual requirements, aligning the culture to be customer-centric, and being cost-conscious [23] Question: How many Aquanauts does the company currently have, and how many are planned for the near future? - The company currently has one Aquanaut fully assembled and being tested, with a second in the shop and a third in preparation for assembly in early 2025 [32] Question: Why isn't there any insider buying of the company's shares? - Management compensation is heavily weighted towards shares, and the window for insider buying has been closed due to potential merger discussions and material non-public information [28]

HOUSTON, April 9, 2024 /PRNewswire/ -- Nauticus Robotics, Inc. ("Nauticus" or the "Company") (NASDAQ: KITT) today announced preliminary testing results for its Aquanaut Mk2 vehicle and financial results for the quarter and year ended December 31, 2023.  "We have spent the past few months transforming Nauticus from a company with great R&D capabilities to one poised to be commercially successful," said John W. Gibson, Jr., Nauticus' CEO and President.  "We successfully raised additional capital, reorganized ...

Financial Performance and Losses - The company incurred a net loss of $50.7 million and $28.3 million for the years ended December 31, 2023 and 2022, respectively, and expects to continue incurring operating and net losses until at least Q1 2025[103] - The company had negative cash flow from operating activities of $21.7 million and $37.3 million for the years ended December 31, 2023, and 2022, respectively[213] - The company expects to continue to have negative cash flow from operating and investing activities for the remainder of 2024[213] - The company had federal net operating losses (NOLs) of approximately $74.4 million as of December 31, 2023, with $646,000 beginning to expire in 2035[214] - R&D expenses were $1.4 million and $2.4 million for the years ended December 31, 2023, and 2022, respectively, and are likely to grow in the future[216] - The company expects to incur significant R&D, sales and marketing, and general and administrative expenses in 2024[213] - The company's ability to utilize NOLs may be limited due to potential ownership changes under Sections 382 and 383 of the Code[215] Revenue Concentration and Customer Dependence - A significant portion of the company's revenue is generated from a limited number of customers, including government entities, which are subject to uncertainties and risks[98] - Sales to two customers accounted for almost 100% of total revenue for the year ended December 31, 2023, with 68% of accounts receivable from these customers[121] - Sales to two customers accounted for 95% of total revenue for the year ended December 31, 2022, with 82% of accounts receivable from these customers[121] - The company relies heavily on government contracts, which are subject to risks such as budget cycles, funding delays, and potential contract terminations[122] - A substantial portion of the company's revenue comes from U.S. Department of Defense contracts, which are subject to government scrutiny, audits, and potential termination or modification, posing financial risks[263] Internal Controls and Financial Reporting - The company identified a material weakness in internal control over financial reporting, which could adversely affect its ability to report financial results accurately and timely[98][113] - The company has restated its unaudited condensed consolidated financial statements for certain prior periods, leading to additional risks such as loss of investor confidence[109][110] - The company identified a material weakness in the classification of SPA Warrants, previously recorded as equity, which was remediated as of December 31, 2023[118][119] - The company strengthened internal controls over financial reporting by implementing an ERP system in 2023[208] - The company's independent registered public accounting firm is not required to formally attest to the effectiveness of internal control over financial reporting until it is no longer an emerging growth company[212] - The company's remediation plan for material weaknesses includes enhancing contract review processes and engaging third-party specialists for complex transactions[209] - The company's financial statements for 2023 and 2022 have been audited and found to present fairly the financial position, results of operations, and cash flows in conformity with U.S. GAAP[358] Supply Chain and Manufacturing Risks - The company relies on a limited number of suppliers for raw materials and components, which has caused and may continue to cause supply chain disruptions[104] - The company relies on third-party manufacturers/suppliers, which increases risks related to product availability, cost, and quality[131][132] - The company relies on single or limited-source suppliers for key components, and supply disruptions or price increases could adversely affect its business and product commercialization[179][180] - The company relies on a single supplier for lithium-ion battery cells, limiting flexibility in changing suppliers and posing risks of production disruption[182] - Supply chain disruptions, particularly in electronic components, have delayed ongoing projects, prompting the company to expand its supplier base to mitigate procurement delays[248] - The company relies on a limited number of suppliers for raw materials and components, which could result in increased costs, delays in manufacturing, and challenges in meeting contractual obligations[246] Product Development and Commercialization - The company expects to incur substantial R&D costs and devote significant resources to identifying and commercializing new products, which could reduce profitability[100] - The company's core product, a tetherless subsea robot, is expected to launch commercially in 2024, but delays may occur due to challenges in recruitment, supply chain, and manufacturing[144] - The company's revenue will be concentrated in a limited number of product models, primarily the Aquanaut platform, which could be adversely affected if market reception is poor[145] - The company plans to launch a newer version of the Aquanaut in 2024, requiring significant additional expenses, but there is no guarantee of successful commercialization or meeting expected timelines[146] - The company's products may face resistance from customers due to lack of confidence in autonomous and semi-autonomous ocean vehicles, potentially delaying adoption and impacting financial performance[143] - The company's products and services have not been substantiated through long-term trials, raising concerns about performance consistency and customer satisfaction[142] - The company expects commercial use of its core products, such as Aquanaut and Olympic Arm, to begin in Q3 2024, but delays in design, development, or production could harm its business and reputation[171][172] Operational and Strategic Risks - The company is transitioning to an outsourced manufacturing model for commercial products, which may not be successful and could harm revenue recognition[100] - The company has not yet achieved positive operating cash flow and its ability to generate positive cash flow is uncertain[100] - The company is highly dependent on senior management and key employees, and the inability to attract and retain qualified personnel could harm its operations[100] - The company plans to expand operations by hiring additional personnel, including engineers and service technicians, but faces challenges in recruiting experienced individuals[126] - The company's financial projections are based on assumptions that may prove incorrect, including demand for ocean robotic systems and manufacturing costs[127] - The company has limited experience commercializing products at a large scale, which could impact sales and market penetration[134] - The company requires significant capital to fund operations and may need to raise additional funds through equity or debt financing, potentially diluting stockholders[135][137] - The company plans to dispose of assets to fund new opportunities but may not achieve full book or market value for these assets[140] - The company may face significant costs and reputational damage if product defects, glitches, or malfunctions occur, leading to recalls or safety concerns[148] - The company has no experience in large-scale maintenance and servicing of its products, which could lead to increased costs and customer dissatisfaction if not adequately addressed[154] - The company's reliance on third-party manufacturers and vendors for production and components may reduce control over quality and flexibility, potentially impacting product delivery and performance[159] - The company's ability to attract and retain qualified personnel, particularly engineers and production staff, is critical for meeting product development and manufacturing timelines[161] - The company's products incorporate complex software that may contain errors, potentially leading to delays in market acceptance, increased service costs, and reputational damage[151] - Strategic alliances and acquisitions may subject the company to risks including sharing proprietary information, non-performance by third parties, and increased expenses, potentially adversely affecting the business[163] - The company may seek to acquire complementary assets, products, or technologies, but acquisitions could result in significant cash use, equity dilution, goodwill impairment, and integration challenges[165] - The company is highly dependent on senior management and key employees, and failure to retain or attract qualified personnel could harm product development and business operations[166] - The company lacks high-volume manufacturing experience and relies on third-party manufacturers, which may face challenges in meeting quality, cost, and production volume requirements[173] - Failure to secure third-party manufacturing agreements could force the company to develop its own capabilities, increasing capital expenditures and potentially delaying production[174] - The company may need to develop its own manufacturing facilities if third-party partnerships fail, significantly increasing capital and operating expenditures and delaying production[190] - The company faces significant competition from both established and emerging players in the blue technology markets, including companies with greater financial and technological resources[194] - The company's financial results may fluctuate significantly due to variations in operating costs, product demand, and the pace of new product development and market expansion[201] - The company's systems, products, and related equipment may have shorter useful lives than anticipated, potentially leading to delays in follow-on work and new business, which could materially affect the business, financial condition, and results of operations[243] - The company's management has broad discretion in strategic decisions, and poor decisions could negatively impact growth prospects and stock price[237] - The company's ability to adapt to customer demands and industry cycles is critical, and failure to do so could negatively impact revenue, cost structure, and financial condition[241][242] Regulatory and Compliance Risks - The company faces risks from climate change laws and environmental regulations, which could increase operating costs and reduce demand for its products and services[169][170] - Climate change and environmental regulations may increase operating costs, reduce demand for products, and require compliance with new energy usage and recycling standards[186] - The company is subject to U.S. and foreign anti-corruption laws, and violations could lead to criminal liability, reputational damage, and financial penalties[230][231] - The company's products are subject to export/import controls and economic sanctions, and non-compliance could result in fines, loss of export privileges, and reputational harm[233][234] - Government contracts require compliance with specialized disclosure, accounting, and socioeconomic requirements, increasing operational costs and potential liability for non-compliance[264] - The company faces risks related to government audits, which could result in adjustments to contract costs, refunds, fines, or suspension from government contracting[253] - The company is committed to complying with federal securities laws, disclosing material contracts in redacted form when necessary for national security concerns[260] Cybersecurity and Data Risks - The company faces significant risks of operational disruptions, data breaches, and cyberattacks, which could result in loss of intellectual property, customer data, and reputational damage[224][225][226] - The company plans to implement data connectivity in product services for performance monitoring and preventative maintenance, but customer objections to data usage could increase costs and harm business prospects[225] - The company is implementing security measures to protect data and systems, but these measures cannot guarantee complete protection against cyberattacks or breaches[226] - System disruptions or failures could impair the company's ability to manage data, inventory, and financial reporting, potentially leading to operational and reputational damage[227] - Any security breach or system outage could result in legal, regulatory, and financial exposure, as well as loss of customer confidence and reputational harm[229] - The company's privacy policy is published on its website, but compliance failures could lead to investigations, claims, and significant costs[221] Government Contracts and Funding Risks - U.S. government contracts are subject to partial funding, immediate termination, and heavy regulation, with potential adverse impacts on revenue, profitability, and cash flows if funding is reduced or terminated[252] - The U.S. government's budget deficit and national debt could adversely affect the company's business, financial condition, and cash flows, particularly in defense spending priorities[250] - The company is limited in its ability to disclose sensitive terms of certain contracts, which, if disclosed, could harm its competitive position and relationships with partners[258] - Disputes with subcontractors or their inability to perform could lead to untimely or unsatisfactory delivery of products, systems, or services[261] - The company uses estimates for accounting certain contracts, and changes in these estimates could significantly impact financial results[249] Stock and Equity Risks - The company may issue a significant number of shares or equity-linked securities for future investments or acquisitions, potentially diluting existing stockholders' equity[267] - The company's common stock is currently below $10.00 per share, with certain stockholders holding shares purchased at significantly lower prices, which could negatively impact the market price[269] - The company's common stock is highly volatile, influenced by factors such as operational results, market conditions, and regulatory changes, which could lead to significant price fluctuations[270] - The company received notices from Nasdaq regarding non-compliance with minimum bid price and market value requirements, risking potential delisting if not resolved[271][272] - The company does not anticipate paying cash dividends in the foreseeable future, making capital appreciation the sole source of gain for investors[275] - The company is classified as an "emerging growth company," which may limit investor interest and make performance comparisons with other public companies more challenging[276][277] - The company has elected not to opt out of the extended transition period for emerging growth companies, which may make financial statement comparisons with other public companies difficult or impossible[278] - The company may remain a smaller reporting company until the market value of its common equity held by non-affiliates equals or exceeds $250 million or $700 million with annual revenues of at least $100 million[279] - The company has the ability to redeem outstanding Public Warrants at $0.01 per warrant if the Common Stock price equals or exceeds $16.50 per share for 20 out of 30 trading days[281] - The exercise price of Public Warrants and Private Warrants is $11.50 per share, while the SPA Warrants have a weighted average exercise price of $3.28 per share and New SPA Warrants are priced at $20.00 per share[282] - Outstanding Public Warrants and Private Warrants are exercisable for 15,799,991 shares of Common Stock (8,624,991 Public Warrant Shares and 7,175,000 Private Warrant Shares)[286] - The Debentures are convertible into 95,670,851 shares of Common Stock at a conversion price of $0.4582, pending shareholder approval[286] - Term loans closed in September 2023 and January 2024 are convertible into 2,674,691 shares at $6.00 and 18,664,024 shares at $0.4582, respectively[286]

Revenue and Financial Performance - Total revenue for Q3 2023 decreased by $1.4 million (47%) to $1.6 million compared to $3.0 million in Q3 2022, primarily due to delays in government contract authorizations and completion of several contracts[181] - Total revenue for the three months ended September 30, 2023, was $1.59 million, down from $2.98 million in the same period in 2022[17] - Revenue for the three months ended September 30, 2023, was $1,593,854, a decrease from $2,981,610 in the same period in 2022[69] - Total revenue for the nine months ended September 30, 2023, decreased by $2.7 million (32%) to $5.5 million compared to $8.2 million in 2022, primarily due to delays in government contract authorizations and completion of several contracts[182] - Revenue from Transocean Ltd. for contract services totaled $17,000 and $210,400 for the three months and nine months ended September 30, 2022, respectively, with accounts receivable from Transocean Ltd. at $0 and $21,000 as of September 30, 2023, and December 31, 2022, respectively[155] Costs and Expenses - Cost of revenue for the nine months ended September 30, 2023, decreased by $0.7 million (9%) to $7.5 million compared to $8.2 million in 2022, driven by decreased revenue[184] - General and administrative expenses for Q3 2023 increased by $1.8 million (38%) to $6.7 million, primarily due to sales and marketing expenses, professional fees, and a 22% workforce reduction costing $0.4 million in severance[188] - General and administrative expenses for the three months ended September 30, 2023, were $6.70 million, up from $4.86 million in the same period in 2022[17] - General and administrative expenses for the nine months ended September 30, 2023, increased by $8.7 million (99%) to $17.5 million compared to $8.8 million in 2022, primarily due to increased stock-based compensation, sales and marketing expenses, and professional fees[189] - Research and development expenses for the three months ended September 30, 2023, were $275,154, up from $242,996 in the same period in 2022[17] - Research and development expenses for the three months ended September 30, 2023, increased by $0.1 million (13%) to $0.3 million compared to $0.2 million in 2022, due to achieving technological feasibility in hardware and software development[186] - Depreciation for the nine months ended September 30, 2023, increased by $117 thousand (32%) to $487 thousand compared to $370 thousand in 2022, driven by increased investment in operational assets[185] - The company incurred $12,582,000 in direct and incremental costs associated with the Business Combination and Equity Financing, primarily consisting of investment banking, legal, accounting, and other professional fees[33] - The company's 401(k) plan cost was $103,446 for the three months ended September 30, 2023, compared to $89,854 for the same period in 2022[146] - The company's stock-based compensation expense for the nine months ended September 30, 2023, was $406,679, compared to $624,407 for the same period in 2022[132] - Stock-based compensation expense for the three months ended September 30, 2023, totaled $959,104, including $102,127 for PRSUs and $725,879 for RSUs[145] - The company implemented a workforce reduction of 22% on September 30, 2023, resulting in $0.4 million in severance costs but expected to save $2.7 million over the next twelve months[197] Net Loss and Operating Loss - Operating loss for Q3 2023 increased by $2.2 million (36%) to $8.2 million compared to $6.0 million in Q3 2022[181] - Net loss for Q3 2023 increased by $4.5 million (34%) to $17.7 million compared to $13.2 million in Q3 2022[181] - Net loss for the three months ended September 30, 2023, was $17.68 million, compared to $13.18 million in the same period in 2022[17] - Net loss for the three months ended September 30, 2023, was $17.68 million, compared to $13.18 million in the same period in 2022[156] - The Company reported a net loss of $11,144,012 for the nine months ended September 30, 2023, compared to a net loss of $20,037,455 for the same period in 2022[23] - Basic and diluted loss per share for the three months ended September 30, 2023, was $0.43, compared to $1.10 in the same period in 2022[156] Cash Flow and Liquidity - Cash flows from operating activities for the nine months ended September 30, 2023, were $(16,435,894), compared to $(31,534,544) for the same period in 2022[23] - The company holds $6.8 million in cash and cash equivalents as of September 30, 2023, and implemented a 22% workforce reduction, resulting in $0.4 million in severance costs but expected to save $2.7 million over the next 12 months[36] - The company received $10.4 million in net proceeds from debt issuance during Q3 2023, which, along with cost control measures and potential future funding, is expected to support operations for at least one year[36] - Cash and cash equivalents decreased from $17.79 million in December 2022 to $6.77 million in September 2023[15] - As of September 30, 2023, the company had $6,771,531 in cash and cash equivalents, consisting of money market funds[195] - The Company received proceeds of $4,959,263 from a matured US Treasury Bill on March 14, 2023, recognized in cash flows from investing activities[44] - The company anticipates needing additional capital for business expansion, including acquisitions and capital expenditures, and is considering cost-cutting measures if additional financing is not secured[197] Debt and Financing - The company secured a convertible senior secured term loan agreement providing up to $20.0 million, with $11.6 million already funded[215] - The Convertible Senior Secured Term Loan Agreement includes a 2.5% exit fee or $290,000, with an annual interest rate of 12.50%, payable quarterly starting April 1, 2024[216] - The loan agreement includes a 2.5% original issue discount or $125,000, assumed legal fees of $150,000, deemed interest from convertible debentures of $378,116, and $500,000 held in escrow[216] - The Loans will mature on the earliest of September 17, 2026, or 91 days prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures dated September 9, 2022[216] - The Company may elect to redeem some or all of the outstanding principal amount of the Loans, paying an Optional Redemption Amount including 100% of the principal, accrued interest, and liquidated damages[217] - The Loans are convertible into shares of Common Stock at a conversion price of $6.00 per share, subject to anti-dilution adjustments[218] - The company's debentures can be converted at 120% of the principal amount, with a conversion price of $15.00 or 2,922,425 shares of common stock, and accrue interest at 5% per annum, maturing on September 9, 2026[82] - The Company issued a $5,000,000 secured promissory note to RCB Equities 1, LLC on July 14, 2023, with a 15% annual interest rate and a $125,000 exit fee[87] - The company entered into a convertible senior secured term loan agreement with an interest rate of 12.50% per annum and a 2.5% exit fee[90] - The company entered into a convertible senior secured term loan agreement on September 18, 2023, with an exercise price reset to $6.00 per share[154] - Total notes payable as of September 30, 2023, were $48,130,320, including $36,530,320 in convertible secured debentures and $11,600,000 in convertible senior secured term loans[80] - The company issued $36,530,320 in convertible secured debentures, with a fair value of $20,949,110 for the associated warrants[81] Assets and Liabilities - Total assets increased from $52.60 million in December 2022 to $56.34 million in September 2023[15] - Total liabilities increased from $52.58 million in December 2022 to $59.01 million in September 2023[15] - Total stockholders' equity (deficit) decreased from $27,819 in December 2022 to $(2.68 million) in September 2023[15] - Total inventories increased to $13.96 million as of September 30, 2023, compared to $6.67 million as of December 31, 2022, driven by a significant rise in work in progress from $5.17 million to $13.02 million[51] - Prepaid expenses totaled $5.13 million as of September 30, 2023, with prepaid material purchases accounting for $2.86 million and prepaid insurance at $1.92 million[75] - Accounts receivable decreased to $997,400 as of September 30, 2023, from $1,622,434 as of December 31, 2022, due to timing of collections[70] - Contract assets decreased by $547,183 to $26,712 as of September 30, 2023, primarily due to timing of billing for revenue recognition[71] - The company's property and equipment, net, increased to $26,275,377 as of September 30, 2023, from $15,167,367 as of December 31, 2022[76] - Accrued liabilities totaled $6,474,818 as of September 30, 2023, up from $3,142,977 as of December 31, 2022[79] - The company's lease arrangements are operating leases, with right-of-use assets and liabilities recognized at the lease commencement date based on the present value of lease payments[94] - Total operating lease expense for the three months ended September 30, 2023, was $266,607, compared to $228,331 for the same period in 2022[98] - Total lease payments as of September 30, 2023, amounted to $4,662,625, with a present value discount of $2,416,801, resulting in operating lease liabilities of $2,245,824[101] - The Company entered into a 5-year operating lease for office space in Scotland in July 2023, with a secured borrowing rate of 15% used to determine the present value of lease payments[96] Internal Controls and Financial Reporting - Management is working to remediate a material weakness in internal controls, particularly in accounting for complex transactions, with ongoing efforts to enhance contract review processes and internal communications[206] - The Company identified a material weakness in controls over financial reporting, resulting in the restatement of financial statements as of and for the nine months ended September 30, 2022[204] Stock and Equity - The company's common stock (KITT) and redeemable warrants (KITTW) are listed on the Nasdaq Stock Market LLC, with 50,035,824 shares of common stock outstanding as of November 14, 2023[4] - Former holders of Nauticus Robotics Holdings, Inc. Common Stock are entitled to up to 7,499,993 additional Earnout Shares, which will be released based on specific stock price triggers over a 5-year period[29] - An aggregate of 47,250,771 shares of Common Stock was issued after the Business Combination, including 36,650,778 shares to Nauticus Common Stock holders, 7,499,993 Earnout Shares, and 3,100,000 shares for Equity Financing[28] - The company's warrant liability balance decreased from $32.69 million as of December 31, 2022, to $14.50 million as of September 30, 2023, due to a change in fair value of $18.78 million[162] - The company's public warrants, valued at $1,897,500 as of September 30, 2023, experienced a change in value of $(24,150) for the three months ended September 30, 2023[109] - The fair value of Private Warrants as of September 30, 2023, was $1.64 million, calculated using a Black-Scholes model with a stock price of $1.77 and implied volatility of 67.0%[112] - The company has $7.79 million equity units available for future issuance under the Omnibus Incentive Plan as of September 30, 2023[128] - The company's total unrecognized compensation costs related to stock options as of September 30, 2023, were $948,451, to be recognized over a weighted average period of 1.91 years[132] - The total intrinsic value of all options exercised during the nine months ended September 30, 2023, was $104,985[134] - The company received $338,039 from the exercise of 165,713 Amended SPA Warrants by ATW on June 23, 2023[153] Business Model and Commercialization - Nauticus is commercializing the Nauticus Fleet, consisting of Aquanaut (unmanned underwater vehicle) and Hydronaut (optionally crewed surface vessel), to address markets like oil & gas, offshore renewables, and telecommunications[173] - Aquanaut, a fully electric subsea robot, operates in two modes: excursion (data collection) and intervention (using manipulators for subsea tasks)[174] - The company is in the commercialization phase of Aquanaut and Hydronaut, focusing on manufacturability and scaling production to reduce long-term costs[175] - The company operates under a Robotics as a Service (RaaS) business model, providing ocean robotics products and services to commercial and government customers[26] - The company has no product sales for the three and nine months ended September 30, 2023, and 2022, with revenue primarily generated from technology, engineering services, and products for the offshore industry and governmental entities[45] Taxes and Other Financial Items - The company has no material uncertain tax positions as of September 30, 2023, and December 31, 2022, with recognized income tax positions measured at the largest amount likely to be realized[54] - Foreign currency losses of $83,654 and $56,061 were recorded for the three and nine months ended September 30, 2023, respectively, compared to gains of $206,617 and $207,146 for the same periods in 2022[55] - Capitalized interest totaled $873,816 for the nine months ended September 30, 2023, with $354,162 related to inventory and $519,654 related to property and equipment[61] - Interest expense, net, for the three months ended September 30, 2023, decreased by $0.5 million to $0.9 million compared to $1.4 million in 2022, primarily due to a gain on settlement of liquidated damages[193] - The change in fair value of warrant liabilities for the three months ended September 30, 2023, increased by $2.7 million to $8.7 million compared to $6.0 million in 2022, due to a reset of the warrant price from $20.00 to $6.00[191] Mergers and Acquisitions - The Base Equity Value for the 3DAD Merger is $34 million, with the consideration being 100% equity transaction of Nauticus common stock[164]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-40611 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdictio ...

Nauticus Robotics, Inc. (NASDAQ:KITT) Q2 2023 Earnings Conference Call August 11, 2023 10:00 AM ET Company Participants Nicolaus Radford - Founder and CEO Rangan Padmanabhan - CFO Conference Call Participants Brian Dobson - Chardan Capital Markets Jacob Stephan - Lake Street Capital Operator Hello, and welcome to the Nauticus Robotics Earnings Conference Call for the Second Quarter ended June 30, 2023. My name is Maria, and I will be your operator today. Today's press release, including the financial table ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-40611 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 85-1699753 (State or other jurisdiction of incorporation) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission file number: 001-40611 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 85-1699753 (State or other ...