Nauticus Robotics, Inc. 10-Q/A

ITEM 5. 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. 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 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 37 Table of Contents 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 10.8 † 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. Gibson Jr. 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 May 1, 2024 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. 38 Table of Contents 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). + Filed herewith * Furnished herewith † 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. 39 Table of Contents 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/ John W. Gibson, Jr. John W. Gibson, Jr. Chief Executive Officer (Principal Executive Officer) Date: April 15, 2025 By: /s/ Victoria Hay Victoria Hay Interim Chief Financial Officer Date: April 15, 2025 40