Nauticus Robotics, Inc. 10-Q

ITEM 5. OTHER INFORMATION None. 32 ITEM 6. EXHIBITS Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibits Filing Date 2.1 Agreement and Plan of Merger, dated as of October 2, 2023, by and among Nauticus Robotics, Inc., 3D Merger Sub, Inc. and 3D at Depth, Inc. Form 8-K 001-40611 2.1 October 6, 2023 3.1 Second Amended and Restated Certificate of Nauticus Robotics, Inc. Form 8-K 001-40611 3.5 September 15, 2022 3.2 Amended and Restated Bylaws of Nauticus Robotics, Inc (as of May 11, 2023). Form 8-K 001-40611 3.1 May 15, 2023 10.1† Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II LLC, as collateral agent and lender, and the lenders party thereto. Form 8-K 001-40611 10.1 September 21, 2023 10.2† Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., ATW Special Situations II LLC, as collateral agent. Form 8-K 001-40611 10.2 September 21, 2023 10.3† Intellectual Property Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations II LLC, as collateral agent. Form 8-K 001-40611 10.3 September 21, 2023 10.4 Subsidiary Guarantee, dated as of September 18, 2023, by Nauticus Robotics Holdings, Inc. and acknowledged and agreed to by Nauticus Robotics, Inc. Form 8-K 001-40611 10.4 September 21, 2023 10.5 Intercreditor Agreement, dated as of September 18, 2023, by and between ATW Special Situations II LLC, as first lien collateral agent, and ATW Special Situations I LLC, as second lien collateral agent, and acknowledged and agreed by Nauticus Robotics, Inc. and Nauticus Robotics Holdings, Inc. Form 8-K 001-40611 10.5 September 21, 2023 10.6† Amendment to Securities Purchase Agreement, Senior Secured Convertible Debentures and Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations I LLC, as agent and the Required Creditors. Form 8-K 001-40611 10.6 September 21, 2023 10.7† Pledge and Security Agreement, dated as of September 9, 2022, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations I LLC, as agent and creditor, and the other creditors party thereto. Form 8-K 001-40611 10.7 September 21, 2023 10.8 Offer Letter, dated September 27, 2023. Form 8-K 001-40611 10.1 October 2, 2023 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Furnished herewith † Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 33 SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NAUTICUS ROBOTICS, INC. By: /s/ Nicolaus Radford Nicolaus Radford Chief Executive Officer Date: November 14, 2023 By: /s/ Rangan Padmanabhan Rangan Padmanabhan Chief Financial Officer Date: November 14, 2023 34