What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-05-14 compared with 2023-11-14 · 53 added, 40 removed, 14 unchanged (87% of the section changed)

OTHER INFORMATION

Trading Plans

During the three months ended March 31, 2024, 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.

Incorporated by Reference

Exhibit Description Schedule/

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.

October 6, 2023

Form 8-K 001-40611 2.1 October 6, 2023

3.1 Second Amended and Restated Certificate of Nauticus Robotics, Inc.

September 15, 2022

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).

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.

September 21, 2023

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.

September 21, 2023

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.

September 21, 2023

Subsidiary Guarantee, dated as of September 18, 2023, by Nauticus Robotics Holdings, Inc.

and acknowledged and agreed to by Nauticus Robotics, Inc.

September 21, 2023

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.

September 21, 2023

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.

September 21, 2023

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.

September 21, 2023

Offer Letter, dated September 27, 2023.

October 2, 2023

Form 8-K 001-40611 3.1 May 15, 2023

10.1† 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

10.2† 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

10.3† 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

10.4 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

10.5 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

10.6† 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

10.7† 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

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

10.9 Form of Amendment and Exchange Agreement

Form 8-K 001-40611 10.9

February 5, 2024

10.10 Form of Original Issue Discount Exchanged Senior Secured Convertible Debenture Due September 9, 2026

Form 8-K 001-40611 10.10

February 5, 2024

10.11 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

10.12 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

10.13 Employment Agreement dated February 21, 2024 between John W.

and Nauticus Robotics, Inc.

Form 8-K 001-40611 10.13

February 22, 2024

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

Form 8-K 001-40611 10.14

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

32.2* Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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.

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.

† Certain of the exhibits, schedules and/or annexes to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish a copy of any such omitted exhibit, schedule or annex to the SEC upon its request.

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.

/s/ Nicolaus Radford

Nicolaus Radford

Chief Executive Officer

November 14, 2023

/s/ Rangan Padmanabhan

Rangan Padmanabhan

Chief Financial Officer

November 14, 2023

(Principal Executive Officer)

/s/ Victoria Hay

Interim Chief Financial Officer

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-Q

Item 5. Other Information