Nauticus Robotics Inc
For the period ended Mar 31, 2024. Filed May 14, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 14, 2024
KITT$1.35+8.0%Stored close · as of Nov 9, 2026
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Item 6. Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 2.1 | 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 |
| 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 (as of May 11, 2023). | Form 8-K | 001-40611 | 3.1 | May 15, 2023 |
| 10.1† | 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 |
| 10.2† | 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 |
| 10.3† | 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 |
| 10.4 | 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 |
| 10.5 | 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 |
| 10.6† | 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 |
| 10.7† | 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 |
| 10.8 † | 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 |
| 10.9 | Form of Amendment and Exchange Agreement | Form 8-K | 001-40611 | 10.9 | February 5, 2024 |
| 10.10 | Form of Original Issue Discount Exchanged Senior Secured Convertible Debenture Due September 9, 2026 | Form 8-K | 001-40611 | 10.10 | February 5, 2024 |
| 10.11 | 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 |
| 10.12 | 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 |
| 10.13 | Employment Agreement dated February 21, 2024 between John W. Gibson Jr. and Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 10.13 | February 22, 2024 |
| 10.14 | First Amendment to Senior Secured Term Loan Agreement dated May 1, 2024. | Form 8-K | 001-40611 | 10.14 | May 1, 2024 |
| 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. | ||||
| 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). |
*Furnished herewith
†Certain of the exhibits, schedules and/or annexes to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any such omitted exhibit, schedule or annex to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NAUTICUS ROBOTICS, INC. | |
| By: | /s/ John W. Gibson, Jr. |
| John W. Gibson, Jr. | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: | May 13, 2024 |
| By: | /s/ Victoria Hay |
| Victoria Hay | |
| Interim Chief Financial Officer | |
| Date: | May 13, 2024 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.