Nauticus Robotics, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
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.
Sep 30, 2025 · Filed Nov 14, 2025
KITT$1.25+8.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001849820-25-000211
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001849820-25-000278
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 52 previous paragraphs and 50 current paragraphs.
19 unchanged; 24 reworded; 7 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
•Operational Deployments– Our ROV fleet remained utilized during the quarter. The ROV assigned to a drill ship completed its project and redeployed to the U.S. Northeast to perform offshore wind‑farm inspections at the beginning of August followed by additional work in the Gulf of America to finish out the quarter. Our second ROV remained in the Gulf of America completing work for Oil and Gas producers and environmental contractors while also supporting Aquanaut testing and operations. We completed projects for nine different customers in the Gulf of America, underscoring strong demand for our services. Aquanaut Vehicle 2 completed all operational readiness requirements and performed open water testing in the quarter.
Current report
•Industry Recognition – In late August, Aquanaut reached a new depth record of 2,300 meters off the coast of Louisiana, without a tether. This qualification test yielded valuable data on Aquanaut and Nauticus ToolKITT™, particularly regarding acoustic‑communication in ultra‑deep water. These results validated the robustness of our underwater communications strategy and confirmed that the current 2,300‑meter capability covers roughly 90% of global oil‑and‑gas fields. We plan to continue testing down to the Aquanaut design depth of 3,000 meters when market demand warrants.
Current report
•Customer and pipeline updates – Market response to our expanded service offerings remains overwhelmingly positive. Oil‑and‑gas and environmental‑agency customers are requesting operational windows on our Gulf Coast schedule. Customers continue to approach us for additional commercial work and also to sponsor additional testing and development to further expand our value proposition.
Current report
Service revenue in the quarter was fueled by SeaTrepid’s ROV operations. Cross‑selling momentum continues: SeaTrepid’s longstanding customers are expressing interest in our autonomous solutions, while Nauticus’ existing customers are contracting ROV services for both oil‑and‑gas and environmental projects. The integration of the SeaTrepid fleet and workforce has enabled higher utilization and broadened our geographic reach.
Current report
Aquanaut® achieved several milestones during the quarter. Vehicle 2 has shown to be operationally ready and deepwater qualification tests pushed the platform to 2,300 meters. Data from these tests are guiding software and engineering improvements and expanding our technical lead in untethered operations.
Current report
Nauticus ToolKITT™ commercialization remains on track. The software has been exercised extensively during deepwater tests, and in testing at our location in Florida. Following the quarter end we deployed Nauticus ToolKITT™ on our two Comanche ROV’s performing pool and open water tests and completing our first commercial operation by deploying our autonomy stack on a third-party ROV. This is advancing commercial discussions with existing and new clients.
Current report
The third quarter of 2025 reflects continued momentum and execution. We expanded our operational footprint, achieved new deepwater milestones with Aquanaut® and demonstrated reliable ultra‑deepwater communications. Customer demand remains robust across oil‑and‑gas, wind and environmental sectors, and our services pipeline is healthy. With a strong team, a differentiated technology suite, and growing market acceptance, Nauticus is poised to lead the next phase of subsea autonomy and create long‑term value for our stakeholders.
Removed paragraphs (9)
Previous report
The strategic acquisition of SeaTrepid. finalized on March 20, 2025, intends to expand our operational fleet, enhance service capacity, and open cross-selling opportunities by integrating Nauticus ToolKITT™ into SeaTrepid’s operations. The combined portfolio sets a new standard for efficiency, performance, and flexibility in subsea services.
Previous report
•Operational Deployments– We successfully launched the 2025 offshore season with multiple ROV deployments, including a long-term drill support contract in the Gulf of Mexico and environmental operations off the U.S. East Coast. AQUANAUT® is now integrated into commercial operations, marking a critical milestone in its path to scaled revenue.
Previous report
•Industry Recognition – Our technology received significant visibility at leading industry conferences. AQUANAUT® was featured in a technical paper presented by a supermajor at the Offshore Technology Conference, while our leadership team contributed to panels at both the DeepStar Technology Symposium and the Louisiana Energy Conference. These appearances highlight our growing influence as a thought leader in subsea autonomy.
Previous report
•Strategic Partnerships – We announced a collaboration with Open Ocean Robotics to pair AQUANAUT® with solar-powered uncrewed surface vessels, combining persistent surface monitoring with subsea autonomy to unlock cost-efficient, lower-carbon solutions. Additionally, we signed a multi-year master services agreement with Advanced Ocean Systems (AOS) to test integrated subsea and surface autonomy solutions, further expanding our innovation ecosystem.
Previous report
Service revenue in the quarter was driven primarily by SeaTrepid’s ROV operations, now fully integrated into Nauticus. Importantly, cross-selling is beginning to take hold, as SeaTrepid’s customers express interest in AQUANAUT®, the Olympic Arm™, and Nauticus ToolKITT™.
Previous report
AQUANAUT® is now mobilized with one of our ROVs on an active commercial environmental contract. While we addressed certain hardware refinements this quarter to improve reliability and uptime, these improvements are expected to yield stronger margins and consistent performance going forward.
Previous report
Nauticus ToolKITT™ is approaching full commercial deployment. The first commercial release is ready for external testing, and we are advancing discussions with customers to integrate ToolKITT™ onto their own ROV fleets.
Previous report
The first half of 2025 has been a period of decisive execution. We have integrated SeaTrepid, expanded our operational fleet, advanced AQUANAUT®, Nauticus ToolKITT™, and Olympic Arm™ toward full commercialization, and forged strategic alliances that extend our market reach.
Previous report
With a strong ROV services pipeline, growing adoption of autonomous solutions, and AQUANAUT® revenue set to scale in the second half of the year, Nauticus is well positioned for growth. We remain focused on reliability, readiness, and disciplined capital deployment, confident that our strategy will unlock significant long-term value for our stakeholders.
Reworded paragraphs (24)
Previous wording
Our flagship autonomous vehicle, AQUANAUT®, provides advantages over conventionally tethered ROVs and traditional AUVs. Leveraging advanced thruster configurations, a streamlined hull, and integrated electric manipulation, AQUANAUT® performs complex subsea tasks with efficiency, precision, and minimal surface support. Nauticus ToolKITT™—our intelligent control and autonomy software—extends this capability across platforms, enabling robots to sense, decide, and act autonomously. Nauticus ToolKITT™ has already been deployed on third-party ROVs and is gaining traction as a transformative solution for inspection, maintenance, and intervention services. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and AQUANAUT® . Its patented electric actuators replace traditional hydraulic systems.
Current wording
Our flagship autonomous vehicle, Aquanaut®, provides advantages over conventionally tethered ROVs and traditional AUVs. Leveraging advanced thruster configurations, a streamlined hull, and integrated electric manipulation, Aquanaut® performs complex subsea tasks with efficiency, precision, and minimal surface support. Nauticus ToolKITT™—our intelligent control and autonomy software—extends this capability across platforms, enabling robots to sense, decide, and act autonomously. Nauticus ToolKITT™ has already been deployed on third-party ROVs and is gaining traction as a transformative solution for inspection, maintenance, and intervention services. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and Aquanaut® . Its patented electric actuators replace traditional hydraulic systems. These technologies, coupled with the integration of the SeaTrepid acquisition in March 2025, position Nauticus at the forefront of the industry’s shift toward autonomy.
Previous wording
We entered 2025 with significant momentum, strengthened by both strategic execution and market adoption:
Current wording
We continued into the second half of 2025 with significant momentum, strengthened by both strategic execution and market adoption:
Previous wording
The offshore energy market remains robust, with vessel and subsea asset utilization in the Gulf of Mexico near multi-year highs. While the North American offshore wind sector experienced temporary delays due to policy shifts, recent easing of restrictions has revived select opportunities, and we are actively mobilizing for new wind-farm projects.
Current wording
The offshore energy market remains robust, with vessel and subsea asset utilization in the Gulf of America near multi-year highs. While the North American offshore wind sector experienced temporary delays due to policy shifts, recent easing of restrictions has revived select opportunities, and we are actively mobilizing for new wind-farm projects.
Previous wording
Finally, the Olympic Arm™ program continued to mature. Market demand for a compact, fully electric manipulator remains strong, and we intend to capitalize on that demand as development proceeds.
Current wording
Finally, the Olympic Arm™ program continues to mature. Market demand for a compact, fully electric manipulator remains strong, and we intend to capitalize on that demand as development proceeds.
Previous wording
Three and six months ended June 30, 2025, compared to three and six months ended June 30, 2024
Current wording
Three and nine months ended September 30, 2025, compared to three and nine months ended September 30, 2024
Previous wording
Revenue. For the three and six months ended June 30, 2025, revenue increased $1,573,858 or 314% and $1,274,760 or 132%, respectively, as compared to the three and six months ended June 30, 2024, primarily driven by the additional activity from the SeaTrepid acquisition performed in March 20, 2025.
Current wording
Revenue. For the three and nine months ended September 30, 2025, revenue increased $1,606,608 or 434% and $2,881,368 or 216%, respectively, as compared to the three and nine months ended September 30, 2024, primarily driven by the additional activity from the SeaTrepid acquisition performed on March 20, 2025.
Previous wording
Cost of revenue. For the three ended June 30, 2025, cost of revenue increased$628,649 or 22%as compared to the three months ended June 30, 2024 due to the additional revenue. For the six months ended June 30 2025, cost of revenue decreased $226,349 or 5%, as compared to the six months ended June 30, 2024 driven by cost control strategies.
Current wording
Cost of revenue. For the three months ended September 30, 2025, cost of revenue increased$1,618,875 or 61% as compared to the three months ended September 30, 2024 due to the cost of additional revenue. For the nine months ended September 30 2025, cost of revenue increased $1,392,524 or 18%, as compared to the nine months ended September 30, 2024 driven by the increase in revenue.
Previous wording
Depreciation. For the three and six months ended June 30, 2025, depreciation increased $162,977 or 40% and $217,168, or 26%, respectively, as compared to the three and six months ended June 30, 2024, due to the increase in property and equipment primarily related to the acquisition of SeaTrepid.
Current wording
Depreciation. For the three and nine months ended September 30, 2025, depreciation increased $144,733 or 32% and $361,901, or 28%, respectively, as compared to the three and nine months ended September 30, 2024, due to the increase in property and equipment primarily related to the acquisition of SeaTrepid.
Previous wording
Research and development. For the six months ended June 30, 2025, research and development costs decreased $63,534, or 100%, respectively, compared to the six months ended June 30, 2024, due to the Company achieving technological feasibility in both hardware and software development and focusing on bringing its products to market. From April 1, 2024, no costs were classified as research and development.
Current wording
Research and development. For the nine months ended September 30, 2025, research and development costs decreased $63,534, or 100%, respectively, compared to the nine months ended September 30, 2024, due to the Company achieving technological feasibility in both hardware and software development and focusing on bringing its products to market. From April 1, 2024, no costs were classified as research and development.
Previous wording
General and administrative. For the three and six months ended June 30, 2025, general and administrative costs increased 1,140,899 or 35% and $2,020,575, or 30%, respectively, compared to the three and six months ended June 30, 2024, driven by the SeaTrepid acquisition related costs as well as integration of their structure.
Current wording
General and administrative. For the three and nine months ended September 30, 2025, general and administrative costs increased $151,045 or 5% and $2,171,620, or 23%, respectively, compared to the three and nine months ended September 30, 2024, driven by the SeaTrepid acquisition related costs as well as integration of their structure.
Previous wording
Other (income) expense, net. For the three months ended June 30, 2025, other expense is attributable to franchise tax liabilities incurred in relation to activity in Brazil. For the six months ended June 30, 2025, other expense related to prior year reimbursement of costs from client. For the three months ended June 30, 2024, other expense related primarily to franchise tax expense and taxes incurred from activity in Brazil. For the six months ended June 30, 2024, other expense related to franchise tax expense and taxes incurred from activity in Brazil partially offset by proceeds received from the sale of expensed equipment.
Current wording
Other (income) expense, net. For the three months ended September 30, 2025, other expense is attributable to franchise tax liabilities incurred in relation to activity in Brazil. For the nine months ended September 30, 2025, other expense related to prior year reimbursement of costs from client. For the three months ended September 30, 2024, other expense related primarily to franchise tax expense and taxes incurred from activity in Brazil. For the nine months ended September 30, 2024, other expense related to franchise tax expense and taxes incurred from activity in Brazil partially offset by proceeds received from the sale of expensed equipment.
Previous wording
Gain on lease termination. For the three months ended June 30, 2024, a gain on lease termination of $8,532 was reported, relating to a second agreement to reduce leased office space in Norway. For the six months ended June 30, 2024, a gain on lease termination of $23,897 was reported, primarily due to the reduction in leased office space in Norway.
Current wording
Gain on lease termination. For the three months ended September 30, 2024, no gain on lease termination was reported. For the nine months ended September 30, 2024, a gain on lease termination of $23,897 was reported, primarily due to the reduction in leased office space in Norway.
Previous wording
Loss on extinguishment of debt. For the six months ended June 30, 2024, a loss on the extinguishment of debt of $78,734,949 was reported driven by the Amendment and Exchange Agreement. See Note 7 "Notes Payable".
Current wording
Loss on extinguishment of debt. For the nine months ended September 30, 2024, a loss on the extinguishment of debt of $78,734,949 was reported driven by the Amendment and Exchange Agreement. See Note 7 "Notes Payable".
Previous wording
Change in fair value of warrant liabilities. For the three months ended June 30, 2025 the Company reported aloss in the fair value of warrant liabilities of$8,757; for the three months ended June 30 2024, the Company reported a gain in fair value of warrant liabilities $4,422,701. For the six months ended June 30, 2025 and 2024, the Company reported a gain in the fair value of warrant liabilities of $42,131 and $12,732,324, respectively.
Current wording
Change in fair value of warrant liabilities. For the three months ended September 30, 2025, the Company reported aloss in the fair value of warrant liabilities of ($103,607); for the three months ended September 30, 2024, the Company reported a gain in fair value of warrant liabilities $615,505. For the nine months ended September 30, 2025 and 2024, the Company reported a gain in the fair value of warrant liabilities of $145,738 and $13,347,829, respectively.
Previous wording
Change in fair value of New Convertible Debentures. For the three and six months ended June 30, 2024, a gain on the fair value of the new convertible debentures of $7,410,303 and $11,914,729 was reported respectively.
Current wording
Change in fair value of New Convertible Debentures. For the three and nine months ended September 30, 2024, a gain on the fair value of the new convertible debentures of $24,199,071 and $36,113,800 was reported respectively.
Previous wording
Change in fair value of November 2024 Debentures. For the three months ended June 30, 2025 a gain on the fair value of the new convertible debentures of ($187,866); for the six months ended June 30, 2025 a loss on the fair value of the new convertible debentures of $536,060 was reported.
Current wording
Change in fair value of November 2024 Debentures. For the three months ended September 30, 2025 a gain on the fair value of the new convertible debentures of ($407,938); for the nine months ended September 30, 2025 a loss on the fair value of the new convertible debentures of $128,122 was reported.
Previous wording
Interest expense, net. For the three months ended June 30, 2025, interest expense, net increased $43,892, or 4%, driven by interest on the convertible senior secured term loans. For the six months ended June 30, 2025, interest expense, net decreased, $316,989 or 12% driven by interest on the convertible senior secured term loans.
Current wording
Interest expense, net. For the three months ended September 30, 2025, interest expense, net increased $64,415, or 6%, driven by interest on the convertible senior secured term loans. For the nine months ended September 30, 2025, interest expense, net decreased, $252,574 or 7% driven by interest on the convertible senior secured term loans.
Previous wording
The Company continues to develop its principal products and conduct research and development activities. Currently, the Company does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company has embarked on cost-cutting measures to continue to preserve cash. The Company may require additional liquidity to continue its operations over the next twelve months which a current investor has committed to provide. The Company believes with this investor support that there will be sufficient resources to continue as a going concern for at least one year from the date that the condensed consolidated financial statements contained in this Form 10-Q are issued.
Current wording
The Company continues to develop its principal products and conduct research and development activities. Currently, the Company does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. Cost-cutting measures have been implemented to preserve cash and will continue to be implemented where practicable. Additional liquidity may be required over the next twelve months, which a current investor has committed to provide (See discussion of the equity line of credit in Note 20 (Subsequent Events). With this investor support, the Company believes there will be sufficient resources to continue as a going concern for at least one year from the date that the condensed consolidated financial statements contained in this Form 10-Q are issued. The Company also has an active At-The-Market ("ATM") offering program and may offer and sell shares of common stock thereunder from time to time.
Previous wording
As of June 30, 2025, the Company had $2,663,404 of cash and cash equivalents.
Current wording
As of September 30, 2025, the Company had$5,492,350 of cash and cash equivalents.
Previous wording
Significant sources and uses of cash during the six months ended June 30, 2025.
Current wording
Significant sources and uses of cash during the nine months ended September 30, 2025.
Previous wording
•The Company received net proceeds of $19,403,540 from equity financing attributable to the ATM share offering.
Current wording
•The Company received net proceeds of $27,171,088 from equity financing attributable mostly to the ATM share offering as well as the issuance of Series B Preferred Stock (see Statement of Cash Flows).
Previous wording
•Cash used in operating activities was $14,006,452, of which $2,067,289 was used to increase working capital.
Current wording
•Cash used in operating activities was $18,943,935, of which$1,322,226 was used to increase working capital.
Previous wording
•Cash used in investing activities related to the acquisition of SeaTrepid of $3,871,992 and capital expenditures of $47,239.
Current wording
•Cash used in investing activities related to the acquisition of SeaTrepid of $3,871,992 and capital expenditures of$48,358.
Previous wording
Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgements, some of which may relate to matters that are inherently certain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Please refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our critical accounting estimates.
Current wording
Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Please refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, for a complete discussion of our critical accounting estimates.