Nauticus Robotics, Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 15, 2025
KITT$1.33-1.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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, 2024 and 2023 | F-3 |
| Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 | F-5 |
| Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023 | F-6 |
| Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2024 and 2023 | F-7 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 | F-8 |
| Notes to Consolidated Financial Statements | F-10 |
(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 Incorporation Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.5 | September 15, 2022 |
| 3.2 | Certificate of Amendment to the Second Amendedand Restated Certificate of Incorporation ofNauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | July 18, 2024 |
| 3.3 | Certificate of Designations of Rights andPreferences of Series A Convertible PreferredStock of Nauticus Robotics, Inc. | Form 8- K | 001-40611 | 3.1 | December 27, 2024 |
| 3.4 | Amended and Restated Bylaws of Nauticus Robotics, Inc. | Form 8-K | 001-40611 | 3.1 | May 15, 2023 |
| 4.1 | Specimen Warrant Certificate of CleanTech Acquisition Corp. | Form S-1/A | 333-256578 | 4.3 | July 6, 2021 |
| 4.2 | 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 |
| 4.3 | 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 |
| 4.4 | 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 |
| 4.5 | Form of Original Issue Discount Senior SecuredConvertible Debenture Due 2026. | Form 8-K | 001-40611 | 10.3 | November 5, 2024 |
| 4.6† | Description of Registrant’s Securities | ||||
| 10.1 | Battery Supplier Agreement, dated as of January 18, 2021. | Form S-4 Am. No. 4 | 333-262431 | 10.20 | June 16, 2022 |
| 10.2++ | 2022 Nauticus Robotics, Inc. Omnibus Incentive Plan. | Form 8-K | 001-40611 | 10.9 | September 15, 2022 |
| 10.3+** | 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 |
| 10.4+ | 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 |
| 10.5+ | 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 |
| 10.6 | 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 |
| 10.7 | 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 |
| 10.8 | 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 |
| 10.9+ | 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 |
| 10.10+ | 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 |
| 10.11++ | Offer Letter, dated September 27, 2023 | Form 8-K | 001-40611 | 10.1 | October 2, 2023 |
| 10.12 | 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 |
| 10.13 | First Amendment to Senior Secured Term Loan Agreement dated December 31, 2023 | Form 8-K | 001-40611 | 10.1 | January 5, 2024 |
| 10.14 | Securities Purchase Agreement dated December 31, 2023 | Form 8-K | 001-40611 | 10.2 | January 5, 2024 |
| 10.15 | Nauticus Second Lien Restructuring Agreement dated December 31, 2023 | Form 8-K | 001-40611 | 10.3 | January 5, 2024 |
| 10.16+ | 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 |
| 10.17+ | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.18+ | 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 |
| 10.19 | 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 |
| 10.20 | 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 |
| 10.21 | 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 |
| 10.22 | 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 |
| 10.23+ | 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 |
| 10.24 | Form of Amendment and Exchange Agreement | Form 8-K | 001-40611 | 10.9 | February 5, 2024 |
| 10.25 | Form of Original Issue Discount Exchanged Senior Secured Convertible Debenture Due September 9, 2026 | Form 8-K | 001-40611 | 10.10 | February 5, 2024 |
| 10.26 | 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 |
| 10.27 | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.28++ | 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 |
| 10.29 | First Amendment to Senior Secured Term LoanAgreement, dated as of May 1, 2024, between theNauticus Robotics, Inc., ATW Special SituationsManagement LLC as collateral agent, and thelenders party thereto | Form 8-K | 001-40611 | 10.1 | May 1, 2024 |
| 10.30 | At the Market Offering Agreement dated May20, 2024, by and between NauticusRobotics, Inc. and H.C. Wainwright & Co., LLC | Form 8-K | 001-40611 | 10.1 | May 20, 2024 |
| 10.31 | Nauticus Robotics, Inc. 2022 Omnibus IncentivePlan, as amended | DefinitiveProxyStatement | 001-40611 | Annex A | April 29, 2024 |
| 10.32++ | Offer Letter dated August 9, 2024, BetweenNauticus Robotics, Inc. and John Symington. | Form 10-Q | 001-40611 | 10.1 | November 12, 2024 |
| 10.33** | Form of Second Amendment and ExchangeAgreement dated November 4, 2024 by andamong Nauticus Robotics Inc. and each of thesignatories thereto. | Form 8-K | 001-40611 | 10.1 | November 5, 2024 |
| 10.34** | Form of Securities Purchase Agreement datedNovember 4, 2024, by and among NauticusRobotics, Inc. and each of the investors listed onthe Schedule of Buyers thereto. | Form 8-K | 001-40611 | 10.2 | November 5, 2024 |
| 10.35 | Form of Original Issue Discount Senior SecuredConvertible Debenture Due 2026. | Form 8-K | 001-40611 | 10.3 | November 5, 2024 |
| 10.36 | Pledge and Security Agreement, dated as ofNovember 4, 2024, by and among the Company,Nauticus Robotics Holdings Inc., NautiworksLLC, Nauticus Robotics Fleet LLC, and NauticusRobotics USA LLC, as Debtors, and ATW SpecialSituations Management LLC as the CollateralAgent | Form 8-K | 001-40611 | 10.4 | November 5, 2024 |
| 10.37 | IP Security Agreement, dated as of November 4,2024, by and among the Company, NauticusRobotics Holdings Inc., Nautiworks LLC,Nauticus Robotics Fleet LLC, and NauticusRobotics USA LLC, as Debtors, in favor of ATWSpecial Situations Management LLC as theCollateral Agent. | Form 8-K | 001-40611 | 10.5 | November 5, 2024 |
| 10.38 | Subsidiary Guarantee, dated as of November 4,2024, by Nauticus Robotics Holdings, Inc.,NautiWorks LLC, Nauticus Robotics Fleet LLC,and Nauticus Robotics USA LLC, in favor ofATW Special Situations Management LLC asCollateral Agent. | Form 8-K | 001-40611 | 10.6 | November 5, 2024 |
| 10.39 | Intercreditor agreement, dated as of November 4,2024, by and among the Collateral Agent andATW Special Situations Management LLC, in itscapacity as agent for certain lenders to theDebtors, and acknowledged and agreed to by theDebtors | Form 8-K | 001-40611 | 10.7 | November 5, 2024 |
| 10.40 | Intercreditor agreement, dated as of November 4,2024, by and among the Collateral Agent andAcquiom Agency Services LLC, andacknowledged and agreed to by the Debtors. | Form 8-K | 001-40611 | 10.8 | November 5, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 10.42 | Intercreditor agreement, dated as of November 4,2024, by and among the Collateral Agent andATW Special Situations I LLC and acknowledgedand agreed to by the Debtors. | Form 8-K | 001-40611 | 10.9 | November 5, 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 |
| 19.1† | Insider Trading Policy | ||||
| 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. | ||||
| 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.