What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-28 compared with 2022-03-29 · 36 added, 25 removed, 2 unchanged (97% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on the Nasdaq Capital Market under the symbol

“CLAQU” on July 15, 2021.

Our shares of common stock, warrants and rights commenced separate trading on Nasdaq on August 4,

2021, under the symbols “CLAQ,” “CLAQW” and “CLAQR,” respectively.

At December 31, 2021, there were 20,239,250 of our

shares of common stock issued and outstanding held by 10 stockholders of record.

The number of record holders was determined from the

records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various

security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on our shares of common stock to

date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends

in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent

to completion of a business combination.

The payment of any dividends subsequent to a business combination will be within the discretion

of our board of directors at such time.

It is the present intention of our board of directors to retain all earnings, if any, for use

in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to

in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

common stock is quoted on The Nasdaq Stock Market LLC under the symbol “KITT.” Our redeemable warrants are quoted on The

Nasdaq Stock Market LLC under the symbol “KITTW.”

of the date of this report, there are approximately 38 shareholders of record of our common stock based upon our transfer agent’s

Because many of our shares of common stock are held by brokers and other nominees on behalf of shareholders, including in trust,

we are unable to estimate the total number of shareholders represented by these record holders.

have not declared or paid any cash dividends on our common stock.

To date we have utilized all available cash to finance our operations.

Payment of cash dividends in the future will be at the discretion of our Board and will depend upon our earnings levels, capital requirements,

any restrictive loan covenants and other factors the Board considers relevant.

December 31, 2022, there were 18,722,425 warrants outstanding, including the SPA Warrants, for the purchase of Company common stock.

Refer to Note 10 to the consolidated financial statements included in this annual report for additional information relating to outstanding

Compensation Plans

September 6, 2022, shareholders approved our 2022 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and on September

9, 2022, our Board ratified the Omnibus Incentive Plan.

The Omnibus Incentive Plan provides for the grant of options, stock appreciation

rights, RSUs, restricted stock and other stock-based awards, any of which may be performance-based, and for incentive bonuses, which

may be paid in cash, Common Stock or a combination thereof.

At December 31, 2022, 4,589,777 equity units were available for future issuance

under the Omnibus Incentive Plan.

the Closing Date of the Business Combination, Nauticus Robotics Holdings had 279,464 options outstanding for the purchase of its common

The outstanding options were converted into 3,970,266 options to purchase shares of our Common Stock.

Outstanding options vest

assuming continuous service to the Company with 25% of the options vesting one year after grant and the balance vesting in a series of

36 successive equal monthly installments measured from the first anniversary of the grant.

During the vesting period, holders have no

rights of a stockholder with respect to the shares of Common Stock subject to an option and the options may not be sold, assigned, transferred,

pledged, or otherwise encumbered.

Unvested options are forfeited upon termination of employment.

December 31, 2022, there were 3,506,184 options outstanding for the purchase of Company common stock.

Refer to Note 11 to the consolidated

financial statements included in this annual report for additional information relating to outstanding options.

December 31, 2022, there were 3,134,677 restricted stock units outstanding for the right to receive one share of Company common stock.

Refer to Note 11 to the consolidated financial statements included in this annual report for additional information relating to restricted

Sales of Unregistered Securities

were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report

made no sales of our equity securities within the fourth quarter of the fiscal year covered by the report.

of Equity Securities by the Issuer and Affiliated Purchasers

a smaller reporting company, we are not required to make disclosures under this Item.

made no purchases of our equity securities within the fourth quarter of the fiscal year covered by the report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity