Nauticus Robotics, Inc.

S-11 ea0290499-s1_nauticus.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 13, 2026

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Ferrier

General Counsel

(Name and address, including zip code, and telephone number,

including area code, of agent for service of process)

With copies to:

Brandon T. Byrne

Amelia X. Zhang

Norton Rose Fulbright US LLP

1550 Lamar, Suite 2000

Houston, Texas 77010

(713) 651-5161

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement on Form S-1.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☒

The Registrant hereby amends this Registration Statement on Form S-1 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement on Form S-1 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement on Form S-1 shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED MAY 13, 2026

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT ON FORM S-1 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS

Up to 103,741,100

Shares of Common Stock

NAUTICUS ROBOTICS, INC.

This prospectus relates to the offer and sale from time to time by the selling stockholder named in this prospectus of up to 103,741,100 shares of common stock, par value $0.0001 per share, of Nauticus Robotics, Inc. (“us,” “we,” or the “Company”), which we refer to as our common stock, as described below.

On October 24, 2025, we entered into that certain Equity Purchase Facility Agreement, which we refer to as the Facility Agreement, with the selling stockholder described herein pursuant to which the selling stockholder has committed to purchase up to $250 million of newly issued shares of our common stock. Pursuant to the Facility Agreement, the Company agreed to pay a commitment fee in an amount equal to $100,000, which we refer to as the “Commitment Fee”, payable either, at the selling stockholder’s option, (i) in cash or, (ii) by the issuance to the selling stockholder on the date of the Facility Agreement (the “Effective Date”) of such number of shares of our common stock that is equal to the Commitment Fee divided by the lowest Daily VWAP (as defined in the Facility Agreement) of our common stock during the 10 trading days immediately prior to the Effective Date. This prospectus covers (i) the resale of up to 103,734,439 shares of our common stock that may be issued by us to the selling stockholder from time to time pursuant to the Facility Agreement (the “EPFA Shares”), based on an assumed purchase price of $2.41 per share, which was the closing price of the common stock on the Nasdaq Capital Market on May 11, 2026, which we refer to as the assumed price, and (ii) 6,661 shares of our common stock issued in satisfaction of the Commitment Fee pursuant to the Facility Agreement (the “Commitment Shares”). The actual number of EPFA Shares issuable by us pursuant to the Facility Agreement will vary depending on the then-current market price of our common stock at the time of such sale and issuance. For a more complete discussion of the terms and conditions of the Facility Agreement, see the discussion under the heading “Equity Purchase Facility Agreement.”

We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder, but will receive proceeds from the sale of shares to the selling stockholder pursuant to the Facility Agreement.

The selling stockholder may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act. The selling stockholder may offer and sell the shares of our common stock described in this prospectus in a number of different ways and at varying prices. We will pay the expenses incurred in registering the offer and sale shares of our common stock, including legal and accounting fees. See “Plan of Distribution” for more information about how the selling stockholder may sell the shares of our common stock the offer and sale of which is being registered pursuant to this prospectus.

Our common stock is traded on the Nasdaq Capital Market under the symbol “KITT.” On May 11, 2026, the closing price of shares of our common stock was $2.41 per share.

The address of our principal executive offices is 17146 Feathercraft Lane, Suite 450, Webster, Texas 77598. Our phone number is (281) 942-9069.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 2 of this prospectus as well as our other risk factors in the documents incorporated by reference to this prospectus.

We are an emerging growth company and a smaller reporting company as defined under federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Investing in our securities involves certain risks. See “Risk Factors” in this prospectus, under similar headings in any prospectus supplement or amendment and in the documents incorporated by reference herein for a discussion of the factors you should carefully consider before deciding to purchase our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2026.

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