Dilution profile // every instrument, one screen, from SEC filings

Nauticus Robotics, Inc. (KITT)

CIK 1849820 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$250M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
MEDIUMwarrants = 41% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-85% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~0.7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-08-302026-08-12

Latest: 7.5M shares as of Aug 12, 2026 (10-Q). Share count fell from 62.4M to 4.6M between May 10, 2024 and Aug 9, 2024, a pattern consistent with a reverse split (roughly 1-for-13); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Public Warrants11.8Mnot tagged
Private Warrants4.0Mnot tagged
SPA Warrants1not tagged

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 3.0M underlying shares, as reported Jun 30, 2022 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $590,266 as of Jun 30, 2023.

Rough fully diluted estimate: 10.5M = 7.5M O/S + 3.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Term Loan Total$30.6Mnot tagged
Senior Secured Convertible Term Loannot tagged$16.4Mnot tagged
Convertible Secured Debenturesnot tagged$9.3Mnot tagged
New Convertible Secured Debentures$2.6Mnot tagged
Convertible Secured Debentures November 2024 Debentures$2.5M$2.7M$88.56~28,060 sh
Senior Secured Convertible Debenture$1.5Mnot tagged
September 2023 Term Loan Agreementnot tagged$15,552$1.8

If every note above converted at its tagged price: ~28,060 new shares on 7.5M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding7.5MAug 12, 2026
+ Public Warrants (if exercised)11.8MJun 30, 2026
+ Private Warrants (if exercised)4.0MJun 30, 2026
+ SPA Warrants (if exercised)1Jun 30, 2026
+ Convertible Secured Debentures November 2024 Debentures (if fully converted)28,060Jun 30, 2026
Fully diluted estimate23.3M+211.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $250.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1May 13, 2026$250.1M registeredfiling →
S-3Feb 3, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Feb 13, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 9 executed · 2 registered.

EFFECTIVEJul 31, 2026SEC declared a registration effective — selling can beginEFFECT
EXECUTEDJul 21, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 30, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDJun 22, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
EXECUTEDMay 13, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDMay 13, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDMar 30, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 11, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 9, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 9, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 4, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEOct 31, 2025Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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