Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures . Our management, with the participation and supervision of our Chief Executive Officer and our Interim Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Interim Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting described below.
We note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting at the Company. The Company’s internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Interim Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
With the participation of the Chief Executive Officer and the Interim Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of the previously disclosed material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of December 31, 2023, our internal control over financial reporting was not effective, and the previously reported material weakness was not considered remediated. In light of previously reported material weaknesses, our management, including our Chief Executive Officer and Interim Chief Financial Officer, has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
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Previously identified material weakness. In 2021, we identified a material weakness in our internal control over financial reporting, as defined in the standards established by the Sarbanes-Oxley Act of 2002. This material weakness related to a lack of qualified accounting and financial reporting personnel with an appropriate level of experience and inadequate procedures for the accounting close process including obtaining information supporting significant accounting estimates and judgments affecting the financial statements on a timely basis. As a result, our management concluded that a material weakness existed in our internal control over financial reporting.
Through the year ended December 31, 2022 and 2023, we continued to implement remediation initiatives in response to the previously identified material weakness, including, but not limited to, hiring additional experienced accounting and financial reporting personnel in the late 2022 and modifying a new Enterprise Resource (ERP) System which will assist in the automation of processes, including standardizing workflows, enhancing segregation of duties, and ensuring compliance with policies. As a result of the significant turnover of key finance personnel at the end of 2023 we have concluded there was a gap in the implementation of the above remediation initiatives with certain tasks that would have to be completed to remediate the material weakness not being handed over to the new personnel. Our remediation activities are ongoing and are subject to continued management review supported by ongoing design and testing of our framework of internal controls over financial reporting.
Remediation Plan. In order to remediate the material weakness, the Company plans to formally document the system controls that we have in place, including user access reviews and a formally documented segregation of duties that includes formal system-based roles. In addition, there is a plan, which is expected to be completed prior to the end of the second quarter of 2024, that will ensure that all internal controls are fully documented with a testing plan that will be reviewed and signed off quarterly. We will not consider the material weakness remediated until our enhanced control is operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.
Previously Identified Material Weakness as of September 2022. We identified a material weakness in controls over the accounting for complex warrant issuances and the classification of these issued warrants. This material weakness resulted in the failure to prevent material errors in accounting for the warrants as equity classification when the warrants should have been classified as liabilities, and marked to market each reporting period, resulting in restatement of our financial statements for the nine months ended September 30, 2022. Our remediation plan included enhancing our contract review process, particularly in the context of complex agreements and transactions, as well as internal communications in connection therewith, in addition to continuing our engagement of third-party specialists to assist with accounting, valuation, and financial reporting functions in relation to significant contracts, agreements and complex transactions. This material weakness has since been remediated.
Changes in internal control over financial reporting. During the fiscal quarter ended December 31, 2023, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness of internal control. The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Item 9B. Other Information
Trading Plans
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During the three months ended December 31, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Termination of Merger Agreement with 3D at Depth
On April 4, 2024, the Company and 3D at Depth, Inc. mutually agreed to terminate the Agreement and plan of Merger dated October 2, 2023 that was previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2023.
Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year.
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) All financial statements:
Report of Independent Registered Public Accounting Firm
F- 2
Consolidated Balance Sheets as of December 31, 2023 and 2022
F- 3
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022
F- 4
Consolidated Statements of Equity (Deficit) for the Years Ended December 31, 2023 and 2022
F- 5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
F- 6
Notes to Consolidated Financial Statements
F- 8
(2) Financial statement schedules
Not Applicable
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(3) Exhibits required by Item 601 of Regulation S-K:
Incorporated by Reference
Exhibit Description Schedule/
Form File Number Exhibits Filing Date
2.1 Merger Agreement dated as of December 16, 2021, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, as amended on January 30, 2021.
Form 8-K 001-40611 2.1 December 17, 2021
2.1.1 Amendment No. 1 to Underwriting Agreement dated January 27, 2023
Form 8-K 001-40611 2.1 June 6, 2022
3.1 Second Amended and Restated Certificate of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.5 September 15, 2022
3.2 Amended and Restated Bylaws of Nauticus Robotics, Inc.
Form 8-K 001-40611 3.1 May 15, 2023
4.1 Specimen Unit Certificate of CleanTech Acquisition Corp.
Form S-1/A 333-256578 4.1 July 6, 2021
4.2 Specimen Common Stock Certificate of CleanTech Acquisition Corp.
Form S-1/A 333-256578 4.2 July 6, 2021
4.3 Specimen Warrant Certificate of CleanTech Acquisition Corp.
Form S-1/A 333-256578 4.3 July 6, 2021
4.4 Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.
Form 8-K 001-40611 4.1 July 21, 2021
4.5 Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.
Form 8-K 001-40611 4.2 July 21, 2021
4.6 Form of 5% Original Issue Discount Senior Secured DEBENTURE to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021
Form S-4 Am. No. 4 333-262431 4.6 June 16, 2022
4.7 Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021
Form S-4 Am. No. 4 333-262431 4.7 June 16, 2022
4.8† Description of Registrant’s Securities
10.1 Letter Agreement, dated July 14, 2021, by CleanTech Acquisition Corp.’s officers and directors.
Form 8-K 001-40611 10.1 July 21, 2021
10.2 Letter Agreement, dated July 14, 2021, by CleanTech Sponsor, LLC and CleanTech Investments, LLC.
Form 8-K 001-40611 10.2 July 21, 2021
10.3 Investment Management Trust Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.
Form 8-K 001-40611 10.3 July 21, 2021
10.3.1 Amendment to the Investment Management Trust Agreement, dated July 19, 2022, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.
Form 8-K 001-40611 1.1 July 19, 2022
10.4 Escrow Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., Continental Stock Transfer & Trust Company and each of the initial stockholders.
Form 8-K 001-40611 10.4 July 21, 2021
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Incorporated by Reference
Exhibit Description Schedule/
Form File Number Exhibits Filing Date
10.5 Registration Rights Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., and the initial stockholders.
Form 8-K 001-40611 10.5 July 21, 2021
10.6 Indemnity Agreements dated July 14, 2021 by and between CleanTech Acquisition Corp. and its directors and officers.
Form 8-K 001-40611 10.6 July 21, 2021
10.7 Subscription Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp., CleanTech Sponsor, LLC and CleanTech Investments, LLC.
Form 8-K 001-40611 10.7 July 21, 2021
10.8 Business Combination Marketing Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC.
Form 8-K 001-40611 10.8 July 21, 2021
10.9 Administrative Services Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC.
Form 8-K 001-40611 10.9 July 21, 2021
10.10 Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC dated December 14, 2021.
Form S-4 Am. No. 1 333-262431 10.10 March 31, 2022
10.11 Support Agreement by and among CleanTech Acquisition Corp., CleanTech Sponsor I LLC, CleanTech Investments, LLC and Nauticus Robotics, Inc.
Form 8-K 001-40611 10.1 December 17, 2021
10.12 Support Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain shareholders of Nauticus Robotics, Inc.
Form 8-K 001-40611 10.2 December 17, 2021
10.13 Form of Subscription Agreement for certain investors
Form 8-K 001-40611 10.3 December 17, 2021
10.14 Securities Purchase Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain investors named therein.
Form 8-K 001-40611 10.4 December 17, 2021
10.14.1 Agreement among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and ATW Partners Opportunities Management, LLC dated January 31, 2022
Form S-4 Am. No. 1 333-262431 10.14.1 March 31, 2022
10.14.2 Letter Agreement between ATW Special Situations I LLC and Material Impact Fund II, L.P. dated December 15, 2021
Form S-4 Am. No. 3 333-262431 10.14.2 May 23, 2022
10.14.3 Letter Agreement between ATW Special Situations I and The 2022 SLS Family Irrevocable Trust dated September 9, 2022
Form 8-K 001-40611 10.14.3 September 15, 2022
10.15 Form of Nauticus Robotics, Inc. Stockholder Lock-up Agreement (included as Exhibit H-1 to Exhibit 2.1 hereto)
Form 8-K 001-40611 10.5 December 17, 2021
10.16 Form of Lock-up Agreement for certain holders of Nauticus Robotics, Inc. (f/k/a CleanTech Acquisition Corp.) (included as Exhibit H-2 to the Exhibit 2.1 hereto)
Form 8-K 001-40611 10.6 December 17, 2021
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Incorporated by Reference
Exhibit Description Schedule/
Form File Number Exhibits Filing Date
10.17 Form of Amended and Restated Registration Rights Agreement by and among CleanTech Acquisition Corp., Nauticus and certain stockholders.
Form 8-K 001-40611 10.7 December 17, 2021
10.18 Form of Director Nomination Agreement.
Form 8-K 001-40611 10.8 December 17, 2021
10.19 Director Designation Agreement
Form 8-K 001-40611 10.9 December 17, 2021
10.20 Battery Supplier Agreement, dated as of January 18, 2021.
Form S-4 Am. No. 4 333-262431 10.20 June 16, 2022
10.21 Fabrication Agreement, dated as of January 17, 2022.
Form S-4 Am. No. 4 333-262431 10.21 June 16, 2022
10.22 Construction Agreement, dated as of February 14, 2022.
Form S-4 Am. No. 4 333-262431 10.22 June 16, 2022
10.23 Commercial Proposal, dated as of December 6, 2021.
Form S-4 Am. No. 4 333-262431 10.23 June 16, 2022
10.24 Defense Innovation Unit Agreement, dated as of August 10, 2021.
Form S-4 Am. No. 4 333-262431 10.24 June 16, 2022
10.25 Subcontract Agreement, dated as of August 10, 2021.
Form S-4 Am. No. 4 333-262431 10.25 June 16, 2022
10.26 Amended and Restated Financial Advisory Agreement by and between Nauticus Robotics, Inc. and Coastal Equities, Inc. dated April 25, 2022
Form S-4 Am. No. 2 333-262431 10.27 April 27, 2022
10.27 Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Roth Capital Partners, LLC dated February 11, 2022
Form S-4 Am. No. 3 333-262431 10.28 May 23, 2022
10.28 Financial Advisory Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and Lake Street Capital Markets dated February 28, 2022
Form S-4 Am. No. 3 333-262431 10.29 May 23, 2022
10.29 Kongsberg Maritime AS Agreement, dated March 21, 2022
Form S-4 Am. No. 4 333-262431 10.30 June 16, 2022
10.30 Collaboration Agreement, dated as of December 4, 2020
Form S-4 Am. No. 4 333-262431 10.31 June 16, 2022
10.31 Memorandum of Understanding, effective as of April 21, 2022
Form S-4 Am. No. 3 333-262431 10.32 May 23, 2022
10.32++ 2022 Nauticus Robotics, Inc. Omnibus Incentive Plan.
Form 8-K 001-40611 10.9 September 15, 2022
10.33+**
Agreement by and between Nauticus Robotics Brazil Ltda. and Petróleo Brasileiro S.A. entered into on May 23, 2023.
Form 8-k
001-40611 10.1 May 30, 2023
10.34 Form of Letter Agreements.
Form 8-K 001-40611 10.1 June 23, 2023
10.35 First Amendment to Registration Rights Agreement, dated as of June 22, 2023.
Form 8-K 001-40611 10.2 June 23, 2023
10.36+ 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
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Incorporated by Reference
Exhibit Description Schedule/
Form File Number Exhibits Filing Date
10.37+ 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
10.38 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
10.39 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
10.40 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
10.41+ 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
10.42+ 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
10.43++ Offer Letter, dated September 27, 2023
Form 8-K 001-40611 10.1 October 2, 2023
10.44+ 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
10.45+ Company Stockholder Support Agreement, dated as of October 2, 2023
Form 8-K 001-40611 10.1 October 6, 2023
10.46 Form of Lock-Up Agreement (large stockholders of 3DAD Form A)
Form 8-K 001-40611 10.2 October 6, 2023
10.47 Form of Lock-Up Agreement (large stockholders of 3DAD Form B)
Form 8-K 001-40611 10.3 October 6, 2023
10.48 Form of Lock-Up Agreement (minority stockholders of 3DAD) (included as Exhibit F to Exhibit 2.1)
Form 8-K 001-40611 10.4 October 6, 2023
10.49 Director Designation Letter Agreement, dated as of October 2, 2023, by and between Nauticus Robotics, Inc. and Schlumberger Technology Corporation
Form 8-K 001-40611 10.5 October 6, 2023
10.50 First Amendment to Senior Secured Term Loan Agreement dated December 31, 2023
Form 8-K 001-40611 10.1 January 5, 2024
10.51 Securities Purchase Agreement dated December 31, 2023
Form 8-K 001-40611 10.2 January 5, 2024
10.52 Nauticus Second Lien Restructuring Agreement dated December 31, 2023
Form 8-K 001-40611 10.3 January 5, 2024
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Incorporated by Reference
Exhibit Description Schedule/
Form File Number Exhibits Filing Date
10.53+ Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., ATW Special Situations Management LLC, as collateral agent and lender, and the lenders party thereto
Form 8-K 001-40611 10.1 February 5, 2024
10.54+ Pledge and Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent
Form 8-K 001-40611 10.2 February 5, 2024
10.55+ Intellectual Property Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent
Form 8-K 001-40611 10.3 February 5, 2024
10.56 Subsidiary Guarantee, dated as of January 30, 2024, by Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC, and acknowledged and agreed to by Nauticus Robotics, Inc.
Form 8-K 001-40611 10.4 February 5, 2024
10.57 Pari Passu Intercreditor Agreement, dated as of January 30, 2024, by and among ATW Special Situations Management LLC, as collateral agent for the lenders under the Term Loan Agreement, Acquiom Agency Services LLC, as collateral agent for the lenders under the 2023 Term Loan Agreement, and Nauticus Robotics, Inc., and Nauticus Robotics Holdings, Inc., as grantors
Form 8-K 001-40611 10.5 February 5, 2024
10.58 Intercreditor Agreement, dated as of January 30, 2024, by and between ATW Special Situations Management LLC, as 2024 first lien collateral agent, ATW Special situations I LLC, as second lien collateral agent, and acknowledged by Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC
Form 8-K 001-40611 10.6 February 5, 2024
10.59 Second Amendment to Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, ATW Special Situations II LLC, ATW Special Situations I LLC, and Material Impact Fund II, L.P.
Form 8-K 001-40611 10.7 February 5, 2024
10.60+ Second Agreement Regarding Incremental Loans, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, ATW Special Situations II LLC, and Material Impact Fund II, L.P.
Form 8-K 001-40611 10.8 February 5, 2024
10.61 Form of Amendment and Exchange Agreement
Form 8-K 001-40611 10.9 February 5, 2024
10.62 Form of Original Issue Discount Exchanged Senior Secured Convertible Debenture Due September 9, 2026
Form 8-K 001-40611 10.10 February 5, 2024
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Incorporated by Reference
Exhibit Description Schedule/
Form File Number Exhibits Filing Date
10.63 Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and SLS Family Irrevocable Trust
Form 8-K 001-40611 10.11 February 5, 2024
10.64 Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and Material Impact Fund II, L.P.
Form 8-K 001-40611 10.12 February 5, 2024
10.65++
Employment Agreement dated February 21, 2024 between John W. Gibson Jr. and Nauticus Robotics, Inc.
Form 8-K 001-40611 10.1 February 22, 2024
14.1 Code of Business Conduct and Ethics of Nauticus Robotics, Inc.
Form 8-K 001-40611 14.1 September 15, 2022
16.1 Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission
Form 8-K 001-40611 16.1 September 15, 2022
21.1† List of Subsidiaries.
23.1† Consent of Independent Registered Public Accounting Firm
31.1† Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2† Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2*
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
97.1†
Nauticus Robotics, Inc. Clawback Policy
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).
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† Filed herewith
*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
**Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.
+Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
++Management contract, compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
April 9, 2024 /s/ John W. Gibson, Jr.
John W. Gibson, Jr.
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
April 9, 2024 /s/ John W. Gibson, Jr.
John W. Gibson Jr.
Chief Executive Officer and President, and Director
(Principal Executive Officer)
April 9, 2024 /s/ Victoria Hay
Victoria Hay
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
April 9, 2024 /s/ Lisa J. Porter
Lisa J. Porter
Chairman of the Board
April 9, 2024 /s/ Jim Bellingham
Jim Bellingham
Director
April 9, 2024 /s/ Joseph W. Dyer
Joseph W. Dyer
Director
April 9, 2024 /s/ William H. Flores
William H. Flores
Director
April 9, 2024 /s/ Adam Sharkawy
Adam Sharkawy
Director
April 9, 2024 /s/ Eli Spiro
Eli Spiro
Director
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