Nauticus Robotics Inc
For the period ended Dec 31, 2023. Filed Apr 10, 2024.
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FY2023 · Filed Apr 10, 2024
KITT$1.33-1.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
(1)All financial statements:
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Equity (Deficit) for the Years Ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-6 |
| Notes to Consolidated Financial Statements | F-8 |
(2)Financial statement schedules
Not Applicable
(3)Exhibits required by Item 601 of Regulation S-K:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 2.1 | Merger Agreement dated as of December 16, 2021, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, as amended on January 30, 2021. | Form 8-K | 001-40611 | 2.1 | December 17, 2021 |
| 2.1.1 | Amendment No. 1 to Underwriting Agreement dated January 27, 2023 | Form 8-K | 001-40611 | 2.1 | June 6, 2022 |
| 3.1 | Second Amended and Restated Certificate of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.5 | September 15, 2022 |
| 3.2 | Amended and Restated Bylaws of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | May 15, 2023 |
| 4.1 | Specimen Unit Certificate of CleanTech Acquisition Corp. | Form S-1/A | 333-256578 | 4.1 | July 6, 2021 |
| 4.2 | Specimen Common Stock Certificate of CleanTech Acquisition Corp. | Form S-1/A | 333-256578 | 4.2 | July 6, 2021 |
| 4.3 | Specimen Warrant Certificate of CleanTech Acquisition Corp. | Form S-1/A | 333-256578 | 4.3 | July 6, 2021 |
| 4.4 | Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. | Form 8-K | 001-40611 | 4.1 | July 21, 2021 |
| 4.5 | Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. | Form 8-K | 001-40611 | 4.2 | July 21, 2021 |
| 4.6 | Form of 5% Original Issue Discount Senior Secured DEBENTURE to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021 | Form S-4 Am. No. 4 | 333-262431 | 4.6 | June 16, 2022 |
| 4.7 | Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021 | Form S-4 Am. No. 4 | 333-262431 | 4.7 | June 16, 2022 |
| 4.8† | Description of Registrant’s Securities | ||||
| 10.1 | Letter Agreement, dated July 14, 2021, by CleanTech Acquisition Corp.’s officers and directors. | Form 8-K | 001-40611 | 10.1 | July 21, 2021 |
| 10.2 | Letter Agreement, dated July 14, 2021, by CleanTech Sponsor, LLC and CleanTech Investments, LLC. | Form 8-K | 001-40611 | 10.2 | July 21, 2021 |
| 10.3 | Investment Management Trust Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. | Form 8-K | 001-40611 | 10.3 | July 21, 2021 |
| 10.3.1 | Amendment to the Investment Management Trust Agreement, dated July 19, 2022, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. | Form 8-K | 001-40611 | 1.1 | July 19, 2022 |
| 10.4 | Escrow Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., Continental Stock Transfer & Trust Company and each of the initial stockholders. | Form 8-K | 001-40611 | 10.4 | July 21, 2021 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.5 | Registration Rights Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., and the initial stockholders. | Form 8-K | 001-40611 | 10.5 | July 21, 2021 |
| 10.6 | Indemnity Agreements dated July 14, 2021 by and between CleanTech Acquisition Corp. and its directors and officers. | Form 8-K | 001-40611 | 10.6 | July 21, 2021 |
| 10.7 | Subscription Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp., CleanTech Sponsor, LLC and CleanTech Investments, LLC. | Form 8-K | 001-40611 | 10.7 | July 21, 2021 |
| 10.8 | Business Combination Marketing Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC. | Form 8-K | 001-40611 | 10.8 | July 21, 2021 |
| 10.9 | Administrative Services Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC. | Form 8-K | 001-40611 | 10.9 | July 21, 2021 |
| 10.10 | Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC dated December 14, 2021. | Form S-4 Am. No. 1 | 333-262431 | 10.10 | March 31, 2022 |
| 10.11 | Support Agreement by and among CleanTech Acquisition Corp., CleanTech Sponsor I LLC, CleanTech Investments, LLC and Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 10.1 | December 17, 2021 |
| 10.12 | Support Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain shareholders of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 10.2 | December 17, 2021 |
| 10.13 | Form of Subscription Agreement for certain investors | Form 8-K | 001-40611 | 10.3 | December 17, 2021 |
| 10.14 | Securities Purchase Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain investors named therein. | Form 8-K | 001-40611 | 10.4 | December 17, 2021 |
| 10.14.1 | Agreement among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and ATW Partners Opportunities Management, LLC dated January 31, 2022 | Form S-4 Am. No. 1 | 333-262431 | 10.14.1 | March 31, 2022 |
| 10.14.2 | Letter Agreement between ATW Special Situations I LLC and Material Impact Fund II, L.P. dated December 15, 2021 | Form S-4 Am. No. 3 | 333-262431 | 10.14.2 | May 23, 2022 |
| 10.14.3 | Letter Agreement between ATW Special Situations I and The 2022 SLS Family Irrevocable Trust dated September 9, 2022 | Form 8-K | 001-40611 | 10.14.3 | September 15, 2022 |
| 10.15 | Form of Nauticus Robotics, Inc. Stockholder Lock-up Agreement (included as Exhibit H-1 to Exhibit 2.1 hereto) | Form 8-K | 001-40611 | 10.5 | December 17, 2021 |
| 10.16 | Form of Lock-up Agreement for certain holders of Nauticus Robotics, Inc. (f/k/a CleanTech Acquisition Corp.) (included as Exhibit H-2 to the Exhibit 2.1 hereto) | Form 8-K | 001-40611 | 10.6 | December 17, 2021 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.17 | Form of Amended and Restated Registration Rights Agreement by and among CleanTech Acquisition Corp., Nauticus and certain stockholders. | Form 8-K | 001-40611 | 10.7 | December 17, 2021 |
| 10.18 | Form of Director Nomination Agreement. | Form 8-K | 001-40611 | 10.8 | December 17, 2021 |
| 10.19 | Director Designation Agreement | Form 8-K | 001-40611 | 10.9 | December 17, 2021 |
| 10.20 | Battery Supplier Agreement, dated as of January 18, 2021. | Form S-4 Am. No. 4 | 333-262431 | 10.20 | June 16, 2022 |
| 10.21 | Fabrication Agreement, dated as of January 17, 2022. | Form S-4 Am. No. 4 | 333-262431 | 10.21 | June 16, 2022 |
| 10.22 | Construction Agreement, dated as of February 14, 2022. | Form S-4 Am. No. 4 | 333-262431 | 10.22 | June 16, 2022 |
| 10.23 | Commercial Proposal, dated as of December 6, 2021. | Form S-4 Am. No. 4 | 333-262431 | 10.23 | June 16, 2022 |
| 10.24 | Defense Innovation Unit Agreement, dated as of August 10, 2021. | Form S-4 Am. No. 4 | 333-262431 | 10.24 | June 16, 2022 |
| 10.25 | Subcontract Agreement, dated as of August 10, 2021. | Form S-4 Am. No. 4 | 333-262431 | 10.25 | June 16, 2022 |
| 10.26 | Amended and Restated Financial Advisory Agreement by and between Nauticus Robotics, Inc. and Coastal Equities, Inc. dated April 25, 2022 | Form S-4 Am. No. 2 | 333-262431 | 10.27 | April 27, 2022 |
| 10.27 | Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Roth Capital Partners, LLC dated February 11, 2022 | Form S-4 Am. No. 3 | 333-262431 | 10.28 | May 23, 2022 |
| 10.28 | Financial Advisory Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and Lake Street Capital Markets dated February 28, 2022 | Form S-4 Am. No. 3 | 333-262431 | 10.29 | May 23, 2022 |
| 10.29 | Kongsberg Maritime AS Agreement, dated March 21, 2022 | Form S-4 Am. No. 4 | 333-262431 | 10.30 | June 16, 2022 |
| 10.30 | Collaboration Agreement, dated as of December 4, 2020 | Form S-4 Am. No. 4 | 333-262431 | 10.31 | June 16, 2022 |
| 10.31 | Memorandum of Understanding, effective as of April 21, 2022 | Form S-4 Am. No. 3 | 333-262431 | 10.32 | May 23, 2022 |
| 10.32++ | 2022 Nauticus Robotics, Inc. Omnibus Incentive Plan. | Form 8-K | 001-40611 | 10.9 | September 15, 2022 |
| 10.33+** | Agreement by and between Nauticus Robotics Brazil Ltda. and Petróleo Brasileiro S.A. entered into on May 23, 2023. | Form 8-k | 001-40611 | 10.1 | May 30, 2023 |
| 10.34 | Form of Letter Agreements. | Form 8-K | 001-40611 | 10.1 | June 23, 2023 |
| 10.35 | First Amendment to Registration Rights Agreement, dated as of June 22, 2023. | Form 8-K | 001-40611 | 10.2 | June 23, 2023 |
| 10.36+ | Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II LLC, as collateral agent and lender, and the lenders party thereto. | Form 8-K | 001-40611 | 10.1 | September 21, 2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.37+ | Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., ATW Special Situations II LLC, as collateral agent. | Form 8-K | 001-40611 | 10.2 | September 21, 2023 |
| 10.38 | Intellectual Property Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations II LLC, as collateral agent. | Form 8-K | 001-40611 | 10.3 | September 21, 2023 |
| 10.39 | Subsidiary Guarantee, dated as of September 18, 2023, by Nauticus Robotics Holdings, Inc. and acknowledged and agreed to by Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 10.4 | September 21, 2023 |
| 10.40 | Intercreditor Agreement, dated as of September 18, 2023, by and between ATW Special Situations II LLC, as first lien collateral agent, and ATW Special Situations I LLC, as second lien collateral agent, and acknowledged and agreed by Nauticus Robotics, Inc. and Nauticus Robotics Holdings, Inc. | Form 8-K | 001-40611 | 10.5 | September 21, 2023 |
| 10.41+ | Amendment to Securities Purchase Agreement, Senior Secured Convertible Debentures and Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations I LLC, as agent and the Required Creditors. | Form 8-K | 001-40611 | 10.6 | September 21, 2023 |
| 10.42+ | Pledge and Security Agreement, dated as of September 9, 2022, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations I LLC, as agent and creditor, and the other creditors party thereto. | Form 8-K | 001-40611 | 10.7 | September 21, 2023 |
| 10.43++ | Offer Letter, dated September 27, 2023 | Form 8-K | 001-40611 | 10.1 | October 2, 2023 |
| 10.44+ | Agreement and Plan of Merger, dated as of October 2, 2023, by and among Nauticus Robotics, Inc., 3D Merger Sub, Inc. and 3D at Depth, Inc. | Form 8-K | 001-40611 | 2.1 | October 6, 2023 |
| 10.45+ | Company Stockholder Support Agreement, dated as of October 2, 2023 | Form 8-K | 001-40611 | 10.1 | October 6, 2023 |
| 10.46 | Form of Lock-Up Agreement (large stockholders of 3DAD Form A) | Form 8-K | 001-40611 | 10.2 | October 6, 2023 |
| 10.47 | Form of Lock-Up Agreement (large stockholders of 3DAD Form B) | Form 8-K | 001-40611 | 10.3 | October 6, 2023 |
| 10.48 | Form of Lock-Up Agreement (minority stockholders of 3DAD) (included as Exhibit F to Exhibit 2.1) | Form 8-K | 001-40611 | 10.4 | October 6, 2023 |
| 10.49 | Director Designation Letter Agreement, dated as of October 2, 2023, by and between Nauticus Robotics, Inc. and Schlumberger Technology Corporation | Form 8-K | 001-40611 | 10.5 | October 6, 2023 |
| 10.50 | First Amendment to Senior Secured Term Loan Agreement dated December 31, 2023 | Form 8-K | 001-40611 | 10.1 | January 5, 2024 |
| 10.51 | Securities Purchase Agreement dated December 31, 2023 | Form 8-K | 001-40611 | 10.2 | January 5, 2024 |
| 10.52 | Nauticus Second Lien Restructuring Agreement dated December 31, 2023 | Form 8-K | 001-40611 | 10.3 | January 5, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.53+ | Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., ATW Special Situations Management LLC, as collateral agent and lender, and the lenders party thereto | Form 8-K | 001-40611 | 10.1 | February 5, 2024 |
| 10.54+ | Pledge and Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent | Form 8-K | 001-40611 | 10.2 | February 5, 2024 |
| 10.55+ | Intellectual Property Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent | Form 8-K | 001-40611 | 10.3 | February 5, 2024 |
| 10.56 | Subsidiary Guarantee, dated as of January 30, 2024, by Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC, and acknowledged and agreed to by Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 10.4 | February 5, 2024 |
| 10.57 | Pari Passu Intercreditor Agreement, dated as of January 30, 2024, by and among ATW Special Situations Management LLC, as collateral agent for the lenders under the Term Loan Agreement, Acquiom Agency Services LLC, as collateral agent for the lenders under the 2023 Term Loan Agreement, and Nauticus Robotics, Inc., and Nauticus Robotics Holdings, Inc., as grantors | Form 8-K | 001-40611 | 10.5 | February 5, 2024 |
| 10.58 | Intercreditor Agreement, dated as of January 30, 2024, by and between ATW Special Situations Management LLC, as 2024 first lien collateral agent, ATW Special situations I LLC, as second lien collateral agent, and acknowledged by Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC | Form 8-K | 001-40611 | 10.6 | February 5, 2024 |
| 10.59 | Second Amendment to Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, ATW Special Situations II LLC, ATW Special Situations I LLC, and Material Impact Fund II, L.P. | Form 8-K | 001-40611 | 10.7 | February 5, 2024 |
| 10.60+ | Second Agreement Regarding Incremental Loans, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, ATW Special Situations II LLC, and Material Impact Fund II, L.P. | Form 8-K | 001-40611 | 10.8 | February 5, 2024 |
| 10.61 | Form of Amendment and Exchange Agreement | Form 8-K | 001-40611 | 10.9 | February 5, 2024 |
| 10.62 | Form of Original Issue Discount Exchanged Senior Secured Convertible Debenture Due September 9, 2026 | Form 8-K | 001-40611 | 10.10 | February 5, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.63 | Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and SLS Family Irrevocable Trust | Form 8-K | 001-40611 | 10.11 | February 5, 2024 |
| 10.64 | Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and Material Impact Fund II, L.P. | Form 8-K | 001-40611 | 10.12 | February 5, 2024 |
| 10.65++ | Employment Agreement dated February 21, 2024 between John W. Gibson Jr. and Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 10.1 | February 22, 2024 |
| 14.1 | Code of Business Conduct and Ethics of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 14.1 | September 15, 2022 |
| 16.1 | Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission | Form 8-K | 001-40611 | 16.1 | September 15, 2022 |
| 21.1† | List of Subsidiaries. | ||||
| 23.1† | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1† | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2† | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1* | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | ||||
| 32.2* | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | ||||
| 97.1† | Nauticus Robotics, Inc. Clawback Policy | ||||
| 101.INS† | Inline XBRL Instance Document. | ||||
| 101.CAL† | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.SCH† | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.DEF† | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB† | Inline XBRL Taxonomy Extension Labels Linkbase Document. | ||||
| 101.PRE† | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 † | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
†Filed herewith
*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
**Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.
+Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
++Management contract, compensatory plan or arrangement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.