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)

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

~1 month of cash left

critical · burning $5.8M / quarter

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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