CLAQ / CleanTech Acquisition Corp - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2026 NAUTICUS ROBOTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

3 Lender under this Amendment are several and not joint with the obligations of any Other Lender, and the Lender shall not be responsible in any way for the performance of the obligations of any Other Lender under any Other Amendment. Nothing contain

kitt-thirdamendingagreem 3 Lender under this Amendment are several and not joint with the obligations of any Other Lender, and the Lender shall not be responsible in any way for the performance of the obligations of any Other Lender under any Other Amendment.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2026 NAUTICUS ROBOTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

26 Appendix Outside Legal and Consulting Activities Employee hereby discloses that he currently provides legal and consulting services to Nova Ukraine, a California nonprofit public benefit corporation recognized as a tax- exempt organization under S

nauticusemploymentoffer- 26 Appendix Outside Legal and Consulting Activities Employee hereby discloses that he currently provides legal and consulting services to Nova Ukraine, a California nonprofit public benefit corporation recognized as a tax- exempt organization under Section 501(c)(3) of the Internal Revenue Code (www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40611 NAUTICUS

1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of May11, 2026, by and between SeaTrepid International, L.L.C., a Louisiana limited liability company, SeaTrepid Deepsea LLC,

amendmentno2-execution 1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of May11, 2026, by and between SeaTrepid International, L.L.C., a Louisiana limited liability company, SeaTrepid Deepsea LLC, a Louisiana limited liability company, Remote Inspection Technologies, L.L.C., a Louisiana limited liability company (each, a “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2026 NAUTICUS ROBOTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

CALCULATION OF FILING FEE TABLES Nauticus Robotics, Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Nauticus Robotics, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock,

SECOND AMENDMENT TO TERM LOAN AGREEMENT This Second Amendment to Term Loan Agreement (this “Amendment”) is entered into as May 11, 2026 (the “Effective Date”), by and among Nauticus Robotics, Inc. (“Company”) and the undersigned Lender (“Lender”). Co

kitt-secondamendingagree SECOND AMENDMENT TO TERM LOAN AGREEMENT This Second Amendment to Term Loan Agreement (this “Amendment”) is entered into as May 11, 2026 (the “Effective Date”), by and among Nauticus Robotics, Inc.

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

As filed with the Securities and Exchange Commission on May 13, 2026 Registration No.

Nauticus Robotics, Inc. Appoints Chief Revenue Officer as it Expands into New Regions Former CEO of Beam brings decade of subsea robotics and AI commercialization experience to accelerate Nauticus ToolKITT™ market adoption Houston, TX, May 13, 2026.

a2026-0512croannounceme Nauticus Robotics, Inc. Appoints Chief Revenue Officer as it Expands into New Regions Former CEO of Beam brings decade of subsea robotics and AI commercialization experience to accelerate Nauticus ToolKITT™ market adoption Houston, TX, May 13, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus”), a leading innovator in autonomous subsea robotics and software solutions,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2026 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

Nauticus Robotics, Inc. Maintains Compliance with Nasdaq Listing Standards HOUSTON, April 30, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”), a leading innovator in autonomous subsea robotics and software solutions, today a

apr268knasdaqprfinal Nauticus Robotics, Inc. Maintains Compliance with Nasdaq Listing Standards HOUSTON, April 30, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”), a leading innovator in autonomous subsea robotics and software solutions, today announced that on April 27, 2026, it received a formal notice from The Nasdaq Capital Market (“Nasdaq”) confirming that Nauticus h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 o TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing under the General Corporation Law of t

certificateofamendmentre CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC.

Nauticus Robotics Announces 1-for-8 Reverse Stock Split HOUSTON – April 17, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”) today announced that it will proceed with a 1-for-8 reverse stock split (“Reverse Split”) of its out

nauticus-pressreleaseapr Nauticus Robotics Announces 1-for-8 Reverse Stock Split HOUSTON – April 17, 2026.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing under the General Corporation Law of t

certificateofamendmentre CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Nauticus Robotics Announces 1-for-8 Reverse Stock Split HOUSTON, April 17, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”) today announced that it will proceed with a 1-for-8 reverse stock split (“Reverse Split”) of its outs

a2026-0415reversesplitx Nauticus Robotics Announces 1-for-8 Reverse Stock Split HOUSTON, April 17, 2026.

April 17, 2026 Stakeholders, The year 2025 marked an important step in Nauticus’s evolution from an advanced technology company into a more capable commercial operator. We expanded revenue, strengthened our offshore execution platform, demonstrated t

kitt2026annualreport April 17, 2026 Stakeholders, The year 2025 marked an important step in Nauticus’s evolution from an advanced technology company into a more capable commercial operator.

CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing

kitt-20251231xex311 CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC.

CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing

kitt-20251231xex39 CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC.

CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing

kitt-20251231xex310 CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40611 NAUTICU

DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK

Exhibit 4.6 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following summary sets forth the material terms of our securities. The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Charter and the amended an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2026 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2026 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2026 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Nauticus Robotics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.0001 par value per share Other 864,335 $ 0.725 $ 626,642.88 0.0001381 $ 86.54 Total Offering

As filed with the Securities and Exchange Commission on March 4, 2026

As filed with the Securities and Exchange Commission on March 4, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2026 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2026, is made by and between MASTER INVESTMENT GROUP, a a family office organized under the laws of Ras Al Khaima, UAE (the

kitt-registrationrightsa EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2026, is made by and between MASTER INVESTMENT GROUP, a a family office organized under the laws of Ras Al Khaima, UAE (the “Investor”), and NAUTICUS ROBOTICS, INC.

Nauticus Robotics™ Announces Strategic Investment and UAE Expansion with Master Investment Group Up to $50 Million Strategic Investment to Establish Autonomous Robotics Manufacturing and Offshore Services Hub in the UAE Houston, TX, February 09, 2026

a2026-0208migcontractpr Nauticus Robotics™ Announces Strategic Investment and UAE Expansion with Master Investment Group Up to $50 Million Strategic Investment to Establish Autonomous Robotics Manufacturing and Offshore Services Hub in the UAE Houston, TX, February 09, 2026.

CERTIFICATE OF DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Nauticus Robotics, Inc., a corporation organized and existing under the Gen

nauticus-certificateofde CERTIFICATE OF DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].

nauticusformofwarrantfin CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS IN

nauticusrobotics-xsecuri EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Nauticus Robotics™ Regains Compliance with Nasdaq Listing Standards Houston, TX, December 23, 2025. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus”), a leading innovator in autonomous subsea robotics and software solutions, today announced that on

a2025-1223nasdaqcomplia Nauticus Robotics™ Regains Compliance with Nasdaq Listing Standards Houston, TX, December 23, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

December 19, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Nauticus Robotics, Inc. and subsidiary (the “Company”) (copy attached), which we understand will be filed

wpsignedletterforchangei December 19, 2025 Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Execution Version CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. I, John W. Gibson Jr., hereby certify that I am the Chief Execution Officer and President of Nauticus Robotics,

nauticus-codseriescfinal Execution Version CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

Final Form 4930-9831-2318v.4 AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Nauticus Robotics, Inc., a Delaware corporation

nauticusnote-preferredex Final Form 4930-9831-2318v.4 AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Nauticus Robotics, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”),1 with reference to the following facts: A. Reference is mad

Execution Version 4937-6337-7752v.6 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. I, John W. Gibson Jr., hereby certify that I am the Chief Execution Officer and President of

nauticus-codseriescv3 Execution Version 4937-6337-7752v.6 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. I, John W. Gibson Jr., hereby certify that I am the Chief Execution Officer and President of Nauticus Robotics, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 o TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40611 NAUTICUS RO

Up to $92,000,000 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284675 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated October 24, 2025) (to Prospectus Supplement dated September 15, 2025) (to Prospectus Supplement dated August 29, 2025) (to Prospectus Supplement dated July 18, 2025) (to Prospectus Supplement dated June 30, 2025) (to Prospectus dated May 29, 2025) Up to $92,000,000 Common Stock NAUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS IN

szop-equitypurchasefacil EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS IN

szop-registrationrightsa EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

Nauticus Robotics Improves Balance Sheet Through Converting $3M Debt to Equity HOUSTON, October 27, 2025 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software solutions, today announced that it has e

a2025-1026exchangeagree Nauticus Robotics Improves Balance Sheet Through Converting $3M Debt to Equity HOUSTON, October 27, 2025 – Nauticus Robotics, Inc.

Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS IN

kitt-amendingagreementfo Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

ATW Special Situations I LLC, ATW Special Situations II LLC, ATW Special Situations III LLC ONE PENN 1 Pennsylvania Plaza, Suite 4810 New York, N.Y. 10119 October 24, 2025 Nauticus Robotics, Inc. 17146 Feathercraft Lane, Suite 450 Webster, Texas 7759

atw-nauticusloi2025final ATW Special Situations I LLC, ATW Special Situations II LLC, ATW Special Situations III LLC ONE PENN 1 Pennsylvania Plaza, Suite 4810 New York, N.

Nauticus Robotics Secures $250 Million Equity Facility and Launches Strategic Initiative to Enter Deep-Sea Rare Earth Mineral Exploration Market Houston, TX, October 27, 2025. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus”), a leading innovator in

a2025-1026elocprxexpect Nauticus Robotics Secures $250 Million Equity Facility and Launches Strategic Initiative to Enter Deep-Sea Rare Earth Mineral Exploration Market Houston, TX, October 27, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Up to $1,600,000 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284675 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated September 15, 2025) (to Prospectus Supplement dated August 29, 2025) (to Prospectus Supplement dated July 18, 2025) (to Prospectus Supplement dated June 30, 2025) (to Prospectus dated May 29, 2025) Up to $1,600,000 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is bei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2025 NAUTICUS ROBOT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Up to $2,200,000 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284675 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated August 29, 2025) (to Prospectus Supplement dated July 18, 2025) (to Prospectus Supplement dated June 30, 2025) (to Prospectus dated May 29, 2025) Up to $2,200,000 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing under the General Corporat

certificateofamendmentre Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby files this Certificate of Amendment (this “Certificate of Amendment”) t

Nauticus Robotics Announces 1-for-9 Reverse Stock Split HOUSTON – September 2, 2025. Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus” or the “Company”) today announced that it will proceed with a 1-for-9 reverse stock split (“Reverse Split”) of its

nauticus-pressreleaserev Nauticus Robotics Announces 1-for-9 Reverse Stock Split HOUSTON – September 2, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

Up to $1,300,000 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284675 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated July 18,2025) (to Prospectus Supplement dated June 30, 2025) (to Prospectus dated May 29, 2025) Up to $1,300,000 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 29, 2025 as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2025 NAUTICUS ROBOTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS OF NAUTICUS ROBOTICS, INC. This Amendment No. 1 to the Amended and Restated By-laws (as currently in effect prior to Amendment No. 1, the “By-laws”) of Nauticus Robotics, Inc., a Delawar

kitt-ex31toform8xkamendm Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS OF NAUTICUS ROBOTICS, INC. This Amendment No. 1 to the Amended and Restated By-laws (as currently in effect prior to Amendment No. 1, the “By-laws”) of Nauticus Robotics, Inc., a Delaware corporation (the “Corporation”), is effective as of August 15, 2025. ARTICLE I, SECTION 1.6 of the By-laws entitled “Quorum

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40611 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

Securities Purchase Agreement dated August 6, 2025, by and among Nauticus Robotics, Inc. and each of the investors listed on the Schedule of Buyers thereto.

nauticus-spapipepv6redac Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc

nauticus-codseriesbv6red Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

Nauticus Robotics Announces Interim CFO Transition Houston, TX, July 28, 2025 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software solutions, today announced that Jimena Begaries will assume the rol

a2025-0725executivechan Nauticus Robotics Announces Interim CFO Transition Houston, TX, July 28, 2025 – Nauticus Robotics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Up to $1,400,000 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284675 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated June 30, 2025) (to Prospectus dated May 29, 2025) Up to $1,400,000 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 29, 2025 as supplemented by the prospectus supplement date

As filed with the Securities and Exchange Commission on July 11, 2025

As filed with the Securities and Exchange Commission on July 11, 2025 Registration No.

Calculation of Filing Fee Table

nauticus-2025sx8exhibit1 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nauticus Robotics, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Up to $663,814 Common Stock NAUTICUS ROBOTICS, INC.

424B3 1 kittprosupp6-062725.htm 424B3 Registration No. 333-284675 PROSPECTUS SUPPLEMENT (to Prospectus dated May 29, 2025) Up to $663,814 Common Stock NAUTICUS ROBOTICS, INC. We previously entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, or Wainwright, relating to shares of our common stock, $0.0001 par value per share, offered by this prosp

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

SEATREPID INTERNATIONAL, LLC Consolidated Financial Statements As of and for the years ended December 31, 2024 and 2023 With Report of Independent Auditors SEATREPID INTERNATIONAL, LLC CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31

SEATREPID INTERNATIONAL, LLC Consolidated Financial Statements As of and for the years ended December 31, 2024 and 2023 With Report of Independent Auditors SEATREPID INTERNATIONAL, LLC CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2024 and 2023 TABLE OF CONTENTS PAGE Report of Independent Auditors 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Changes in Members’ Deficit 6 Consolidated Statements of Cash Flows 7 Notes to the Consolidated Financial Statements 8 Houston Office 3737 Buffalo Speedway Suite 1600 Houston, Texas 77098 713.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 20, 2025, Nauticus Robotics, Inc., a Delaware corporation (the “Company” or “Nauticus”) consummated the acquisition of substantially all of the assets and certain specified liabi

1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 20, 2025, Nauticus Robotics, Inc.

May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nauticus Robotics, Inc. Registration Statement on Form S-3 (File No. 333-284675) Request for Acceleration of Effec

corresprequestforacceler May 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on May 15, 2025

As filed with the Securities and Exchange Commission on May 15, 2025 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

Nauticus Robotics Reports Strong Start to 2025 Revenue Momentum Builds; Strategic Acquisition Positions Company for Accelerated Growth HOUSTON, May 14, 2025 – Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (NASDAQ: KITT), a trailblazer in subs

Nauticus Robotics Reports Strong Start to 2025 Revenue Momentum Builds; Strategic Acquisition Positions Company for Accelerated Growth HOUSTON, May 14, 2025 – Nauticus Robotics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40611 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40611 NAUTICUS ROBOTICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Stateme

Nauticus Robotics Announces Results for Year-End 2024 HOUSTON, April 15, 2025 – Nauticus Robotics, Inc. (“Nauticus” or “Company) (NASDAQ: KITT), a leading innovator in subsea robotics and software, today announced its financial results for the year-e

Nauticus Robotics Announces Results for Year-End 2024 HOUSTON, April 15, 2025 – Nauticus Robotics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40611 NAUTICU

Insider Trading Policy

Award Letter dated March 27, 2025

VIA HAND DELIVERY AND/OR EMAIL March 27, 2025 Dear John W. Gibson, Jr.: On behalf of the Board of Directors (the “Board”) of Nauticus Robotics, Inc. (the “Company”), I would like to thank you for your dedication and service to our Company. We all realize that the growth of our business to date, and our future as a public company, is dependent on the contributions made by our senior executives. To

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q For the Transition Period

Amendment No. 1 to Asset Purchase Agreement, dated March 20, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and each of the signatories thereto.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

Nauticus Robotics Announces Early Closure of SeaTrepid International Acquisition HOUSTON, March 20, 2025 – Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus”), a leading innovator in autonomous subsea robotics and software solutions, today announced a

Nauticus Robotics Announces Early Closure of SeaTrepid International Acquisition HOUSTON, March 20, 2025 – Nauticus Robotics, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

Nauticus Robotics Announces Intent to Acquire SeaTrepid International Combination Expands Addressable Market and Drives Operational Synergies HOUSTON, March 05, 2025 – Nauticus Robotics, Inc. (NASDAQ: KITT, “Nauticus”), a leading innovator in autonom

a2025-0304seatrepidacqu Nauticus Robotics Announces Intent to Acquire SeaTrepid International Combination Expands Addressable Market and Drives Operational Synergies HOUSTON, March 05, 2025 – Nauticus Robotics, Inc.

Asset Purchase Agreement, dated March 5, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and each of the signatories thereto.

EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2025 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

Nauticus Robotics Regains Compliance with Nasdaq Listing Standards HOUSTON, February 20, 2025 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, today announced that on February 18, 2025, it rece

Nauticus Robotics Regains Compliance with Nasdaq Listing Standards HOUSTON, February 20, 2025 – Nauticus Robotics, Inc.

Sent via electronic delivery February 18, 2025 Brie Charles Donohoe Advisory Associates LLC 9801 Washingtonian Blvd, Suite 340 Gaithersburg, MD 20878 RE: Nauticus Robotics, Inc. (Symbol: KITT) Nasdaq Listing Qualifications Hearings Docket No. NQ 6952

Sent via electronic delivery February 18, 2025 Brie Charles Donohoe Advisory Associates LLC 9801 Washingtonian Blvd, Suite 340 Gaithersburg, MD 20878 RE: Nauticus Robotics, Inc.

February 12, 2025 VIA EDGAR Securities and Exchange Commission Chief, Office of Information Technology Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (Filing No. 001-406

correspfilingdateadjreqk February 12, 2025 VIA EDGAR Securities and Exchange Commission Chief, Office of Information Technology Division of Corporate Finance 100 F Street, NE Washington, D.

February 12, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Mariam Mansaray Jan Woo Re: Nauticus Robotics, Inc. Registration Statement of For

responselettertoseccomme February 12, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

LETTER

February 10, 2025 John Gibson Chief Executive Officer Nauticus Robotics, Inc. 17146 Feathercraft Lane, Suite 450 Webster, TX 77598 Re: Nauticus Robotics, Inc. Registration Statement of Form S-3 Filed February 3, 2025 File No. 333-284675 Dear John Gibson: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nauticus Robotics, Inc.

As filed with the Securities and Exchange Commission on February 3, 2025

As filed with the Securities and Exchange Commission on February 3, 2025 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 32 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

424B3 1 kitt-011525424b31.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 25 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the infor

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

Up to $7,338,975 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277034 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated January 13, 2025) (to Prospectus Supplement dated January 7, 2025) (to Prospectus Supplement dated June 12, 2024) (to Prospectus Supplement dated June 11, 2024) (to Prospectus Supplement dated May 20, 2024) (to Prospectus dated May 6, 2024) Up to $7,338,975 Common Stock NAUTICUS ROBOT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

Up to $6,204,307 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277034 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated January 7, 2025) (to Prospectus Supplement dated June 12, 2024) (to Prospectus Supplement dated June 11, 2024) (to Prospectus Supplement dated May 20, 2024) (to Prospectus dated May 6, 2024) Up to $6,204,307 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 NAUTICUS ROBOTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

Up to $6,646,516 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277034 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated June 12, 2024) (to Prospectus Supplement dated June 11, 2024) (to Prospectus Supplement dated May 20, 2024) (to Prospectus dated May 6, 2024) Up to $6,646,516 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain inform

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2025 NAUTICUS ROBOTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2025 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 NAUTICUS ROBOTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

Certificate of Designation of Series A Convertible Preferred Stock of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 27, 2024).

Error! Unknown document property name. EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF NAUTICUS ROBOTICS, INC. I, John W. Gibson, Jr., hereby certify that I am the President and Chief Executive Officer of Nauticus Robotics, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

Nauticus Robotics Announces Results for the Third Quarter of 2024 HOUSTON, November 12, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, today announced its financial results for the quarter ended Se

Nauticus Robotics Announces Results for the Third Quarter of 2024 HOUSTON, November 12, 2024 – Nauticus Robotics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40611 NAUTICUS RO

Offer Letter dated August 9, 2024, Between Nauticus Robotics, Inc. and John Symington

EXHIBIT 10.1 August 9, 2024 John Symington Re: Offer Letter Dear John: On behalf of Nauticus Robotics, Inc., a Texas corporation (“Nauticus”), I am delighted to confirm our offer to you for employment in the position of General Counsel of Nauticus. You shall report directly to the CEO of Nauticus. Your employment under this letter agreement (this “Agreement”) will be effective on August 12, 2024 s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissio

Pledge and Security Agreement, dated as of

EXHIBIT 10.4 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of November 4, 2024 (this “Agreement”), among ATW SPECIAL SITUATIONS MANAGEMENT LLC, as collateral agent (the “Agent”) on behalf of the Buyers now or hereafter party to the Securities Purchase Agreement (defined below), NAUTICUS ROBOTICS, INC. (F/K/A CLEANTECH ACQUISITION CORP.), a Delaware corporation (together wit

Form of Securities Purchase Agreement dated

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2024, is by and among Nauticus Robotics, Inc., a Delaware corporation, with offices located at 17146 Feathercraft Lane, Suite 450, Webster, TX 77598 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectiv

EXHIBIT 99.1 Nauticus Robotics Debtholders Agree to Exchange $33M of Debt to Equity HOUSTON, November 05, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, announces that it has entered int

EXHIBIT 99.1 Nauticus Robotics Debtholders Agree to Exchange $33M of Debt to Equity HOUSTON, November 05, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, announces that it has entered into an agreement with existing debtholders to convert $33M dollars of debt into equity through a preferred stock exchange. The company anticipates that

Intercreditor agreement, dated as of November 4,

EXHIBIT 10.8 INTERCREDITOR AGREEMENT Dated as of November 4, 2024 among ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Super Senior Collateral Agent, and ACQUIOM AGENCY SERVICES LLC, as Subordinated Lien Collateral Agent, and acknowledged and agreed to by NAUTICUS ROBOTICS, INC., as the Company, and the other Grantors referred to herein 168776.01000/150935546v.3 TABLE OF CONTENTS Page 1.1 Defined Terms

Intercreditor agreement, dated as of November 4, 2024, by and among the Collateral Agent and ATW Special Situations I LLC and acknowledged and agreed to by the Debtors.

EXHIBIT 10.9 INTERCREDITOR AGREEMENT Dated as of November 4, 2024 among ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Super Senior Collateral Agent, and ATW SPECIAL SITUATIONS I LLC, as Subordinated Lien Collateral Agent, and acknowledged and agreed to by NAUTICUS ROBOTICS, INC., as the Company, and the other Grantors referred to herein 168776.01000/150935587v.4 TABLE OF CONTENTS Page 1.1 Defined Term

Form of Second Amendment and Exchange

EXHIBIT 10.1 SECOND AMENDMENT AND EXCHANGE AGREEMENT This Second Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Nauticus Robotics, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Prior to the date hereof, the Company and th

IP Security Agreement, dated as of November 4

EXHIBIT 10.5 INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of November 4, 2024 is entered into by NAUTICUS ROBOTICS, INC. (F/K/A CLEANTECH ACQUISITION CORP.), a Delaware corporation (together with its successors and assigns, the “Company”), NA

Subsidiary Guarantee, dated as of November 4, 2024, by Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC,

EXHIBIT 10.6 SUBSIDIARY GUARANTEE This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of November 4, 2024, by NAUTICUS ROBOTICS HOLDINGS, INC. (F/K/A NAUTICUS ROBOTICS, INC.), a Texas corporation (together with its successors and assigns, “Nauticus Sub”), NAUTIWORKS LLC, a Delaware limited liability company (together with its successors and assigns, “NautiWorks”), NAUTICUS ROBOTICS FLEET LLC,

Intercreditor agreement, dated as of November 4

EXHIBIT 10.7 INTERCREDITOR AGREEMENT Dated as of November 4, 2024 among ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Super Senior Collateral Agent, and ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Subordinated Lien Collateral Agent, and acknowledged and agreed to by NAUTICUS ROBOTICS, INC., as the Company, and the other Grantors referred to herein 168776.01000/150935551v.4 TABLE OF CONTENTS Page 1.1 Def

Form of Original Issue Discount Senior Secured Convertible Debenture Due 2026 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on November 5, 2024)

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

EXHIBIT 99.2 Nauticus Robotics Completes Initial 2024 Gulf of Mexico Field Survey Work for Shell HOUSTON, November 05, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, successfully complet

EXHIBIT 99.2 Nauticus Robotics Completes Initial 2024 Gulf of Mexico Field Survey Work for Shell HOUSTON, November 05, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, successfully completed its initial 2024 Gulf of Mexico (GOM) survey scope for Shell Exploration and Production Inc (“Shell”), a subsidiary of Shell plc (NYSE: SHEL), an i

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commiss

Exhibit 99.1 Nauticus Robotics Announces Notification of NASDAQ Listing Extension HOUSTON, September 19, 2024 – Nauticus Robotics Inc. (NASDAQ:KITT) a leading innovator in autonomous subsea robotics and software, today announced receipt of a letter f

Exhibit 99.1 Nauticus Robotics Announces Notification of NASDAQ Listing Extension HOUSTON, September 19, 2024 – Nauticus Robotics Inc. (NASDAQ:KITT) a leading innovator in autonomous subsea robotics and software, today announced receipt of a letter from the Nasdaq Stock Market LLC (“Nasdaq”) approving an extension of time to regain compliance with all listing standards. The letter received from Na

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 31 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 24 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

Nauticus Robotics Announces Second Round of Aquanaut Mark 2 Deepwater Qualification Testing

Exhibit 99.1 Nauticus Robotics Announces Second Round of Aquanaut Mark 2 Deepwater Qualification Testing HOUSTON, Sept. 17, 2024 /PRNewswire/ - Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in autonomous subsea robotics and software, began its second round of qualification testing of its flagship underwater vehicle, Aquanaut Mark 2, in the Gulf of Mexico (GOM). Vehicle 2 will be used

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commiss

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 23 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 30 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

ATW Special Situations I LLC ONE PENN 1 Pennsylvania Plaza, Suite 4810 New York, N.Y. 10119

EXHIBIT 99.1 ATW Special Situations I LLC ONE PENN 1 Pennsylvania Plaza, Suite 4810 New York, N.Y. 10119 September 2, 2024 Nauticus Robotics, Inc. 17146 Feathercraft Lane, Suite 450 Webster, Texas 77598 Attention: John W. Gibson, Jr., CEO Re: Proposal by ATW Special Situations I LLC to Exchange Certain Securities of Nauticus Robotics, Inc. Dear Mr. Gibson: In accordance with our recent discussions

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commissi

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 29 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 22 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 NAUTICUS ROBOTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4061

NAUTICUS ROBOTICS, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 Nauticus Robotics Announces Results for the Second Quarter of 2024 HOUSTON, Aug. 13, 2024 /PRNewswire/ - Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, today announced its financial results for the quarter ended June 30, 2024. "I would like to thank our existing lenders for their continued support. Their steady conversion of warrants and c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 21 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

Nauticus Robotics Enters Aquanaut Mark 2 Testing Partnership with FAU

Exhibit 99.1 Nauticus Robotics Enters Aquanaut Mark 2 Testing Partnership with FAU HOUSTON, August 8, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, announces a partnership with Florida Atlantic University (FAU) for further testing of its flagship underwater vehicle, Aquanaut Mark 2. Nauticus has contracted with FAU to perform Aquanaut Mark 2 ve

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 28 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 20 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 27 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2024 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Nauticus Robotics Invoices Phase I: Concept Validation Under Contract for Aquanaut Mark 2

Exhibit 99.1 Nauticus Robotics Invoices Phase I: Concept Validation Under Contract for Aquanaut Mark 2 HOUSTON, July 18, 2024 – Nauticus Robotics, Inc. (NASDAQ: KITT), a leading innovator in subsea robotics and software, announces the successful completion and invoicing of Phase I in its transformative four-phase contract with Brazil's largest offshore oil & gas operator. This milestone concludes

Nauticus Robotics Announces Transformative 1-for-36 Reverse Stock Split

Exhibit 99.1 Nauticus Robotics Announces Transformative 1-for-36 Reverse Stock Split HOUSTON – July 18, 2024. Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (NASDAQ: KITT) today announced that it will proceed with a 1-for-36 reverse stock split ("Reverse Split") of its outstanding shares of common stock (the "Common Stock") following approval by its Board of Directors. This ratio is within

Certificate of Amendment

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAUTICUS ROBOTICS, INC. Nauticus Robotics, Inc., (the “Corporation”), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby files this Certificate of Amendment (this “Certificate of Amendment”) to the Amended and Restate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2024 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nauticus Robotics, Inc.

As filed with the Securities and Exchange Commission on July 15, 2024

As filed with the Securities and Exchange Commission on July 15, 2024 Registration No.

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 19 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 26 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Up to $9,858,269 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277034 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated June 11, 2024) (to Prospectus Supplement dated May 20, 2024) (to Prospectus dated May 6, 2024) Up to $9,858,269 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 6, 2024 as su

Up to $8,355,844 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277034 PROSPECTUS SUPPLEMENT (to Prospectus Supplement dated May 20, 2024) (to Prospectus dated May 6, 2024) Up to $8,355,844 Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 6, 2024 as supplemented by the prospectus supplement dated M

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 25 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 18 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 24 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 17 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 23 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 16 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 NAUTICUS ROBOTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

At the Market Offering Agreement dated May 20, 2024.

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT May 20, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Nauticus Robotics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1.Definitions. The terms that follow, when used in this

Up to $5,430,449 Common Stock NAUTICUS ROBOTICS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277034 PROSPECTUS SUPPLEMENT (to Prospectus dated May 6, 2024) Up to $5,430,449 Common Stock NAUTICUS ROBOTICS, INC. We have entered into an At The Market Offering Agreement, or the Sales Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, relating to shares of our common stock, $0.0001 par value per share, offered by this prospectus sup

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-406

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fi

Nauticus Robotics Announces Results for the First Quarter of 2024 HOUSTON – May 13, 2024. Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (NASDAQ: KITT) today announced its financial results for the quarter ended March 31, 2024. “We have succes

Nauticus Robotics Announces Results for the First Quarter of 2024 HOUSTON – May 13, 2024.

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 22 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 15 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 14 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Proxy Statem

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 21 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 13 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Proxy Statem

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 20 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

May 2, 2024

May 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

First Amendment to Senior Secured Term Loan Agreement dated May 1, 2024.

Exhibit 10.1 FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT THIS FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Agreement”) is entered into as of May 1, 2024, among NAUTICUS ROBOTICS, INC. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (the “Company”), the undersigned guarantors (the “Guarantors” and together with the Company, collectively, the “Group Members” and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 NAUTICUS ROBOTICS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on April 30, 2024

As filed with the Securities and Exchange Commission on April 30, 2024 Registration No.

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 19 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 12 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTI

April 29, 2024 Stakeholders, While a CEO letter typically only addresses shareholders, I would like to depart from that tradition and address a broader group of Nauticus Robotics stakeholders.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2024 NAUTICUS ROBOTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained in our Current Repo

NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273752 PROSPECTUS SUPPLEMENT NO. 11 (to prospectus dated September 12, 2023) NAUTICUS ROBOTICS, INC. Up to 1,890,066 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2023 (the “Prospectus”), with the information contained i

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 18 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425

NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,92

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267375 PROSPECTUS SUPPLEMENT NO. 17 (to prospectus dated April 18, 2023) NAUTICUS ROBOTICS, INC. 8,275,000 Shares of Common Stock Up to 8,625,000 Shares of Common Stock Underlying Public Warrants to Purchase Common Stock Up to 7,175,000 Shares of Common Stock Underlying Private Warrants to Purchase Common Stock Up to 2,922,425 Shares of Common

KITT / Nauticus Robotics, Inc. / Berka Angela - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Nauticus Robotics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) Common stock: 63911H 108 (CUSIP Number) 17146 Feathercraft Lane, Suite 450 Webster, TX 77598 (281) 942-9069 (Name, Address and Telephone Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Description of Registrant’s Securities

Exhibit 4.8 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following summary sets forth the material terms of our securities. The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Charter and the amended an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40611 NAUTICU

Nauticus Robotics Tests Aquanaut Mk2 Vehicle, Announces 2023 Results HOUSTON – April 9, 2024. Nauticus Robotics, Inc. (“Nauticus” or the “Company”) (NASDAQ: KITT) today announced preliminary testing results for its Aquanaut Mk2 vehicle and financial

Nauticus Robotics Tests Aquanaut Mk2 Vehicle, Announces 2023 Results HOUSTON – April 9, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2024 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40611 87-1699753 (State or other jurisdiction of incorporation) (Commission F

Nauticus Robotics, Inc. Clawback Policy

Nauticus Robotics, Inc. Dodd-Frank Restatement Recoupment Policy (Adopted and Approved on November 7, 2023) 1. Introduction The Board of Directors (the “Board”) of Nauticus Robotics, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt this policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers

KITT / Nauticus Robotics, Inc. / SCHLUMBERGER LIMITED/NV - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NAUTICUS ROBOTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 63911H 108 (CUSIP Number) April 4, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant