Nauticus Robotics, Inc.
15.80%
2,150,716
1849820
63911H306
Oct 27, 2025
Oct 31, 2025, 05:44 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Transocean International Limited | CO | 15.80% | 2,150,716 | 0 | 2,150,716 |
| Transocean Ltd. | CO | 15.80% | 2,150,716 | 0 | 2,150,716 |
Disclosure Items (6)
Common stock, par value $0.0001 per share
Nauticus Robotics, Inc.
17146 FEATHERCRAFT LANE, WEBSTER, TX, 77598
Item 2 is amended and superseded, as the case may be, as follows: This Amendment is being filed jointly by Transocean International Limited (formerly known as Transocean Inc.) and Transocean Ltd. as separate persons and not as members of a group.
The principal business address of Transocean International Limited is Chevron House, 11 Church Street, First Floor (North), Hamilton, HM11, Bermuda. The principal business address of Transocean Ltd. is Turmstrasse 30, CH-6312 Steinhausen, Switzerland.
Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Transocean Ltd. is a leading international provider of offshore contract drilling services for oil and gas wells.
None of the Reporting Persons, during the last five years, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Transocean International Limited is a Bermuda exempted company limited by shares. Transocean Ltd. is a Swiss corporation.
Item 3 is deleted in its entirety and replaced with the following: The shares of the Issuer's common stock reported herein as being beneficially owned by the Reporting Persons consists of the Earnout Shares and 2,144,295 shares of the Issuer's common stock acquired on October 28, 2025 (the "Conversion Shares") by Transocean International Limited in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest (the "Note Conversion"), made pursuant to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among the Issuer, the collateral agent and the other lenders party thereto (as amended, the "Convertible Note"). Loans made pursuant to the Convertible Note were convertible into shares of the Issuer's common stock at a conversion price of $1.76 per share.
As of the date hereof, Transocean International Limited beneficially owns 2,150,716 shares of the Issuer's common stock, constituting approximately 15.81% of the 13,603,877 shares of the Issuer's common stock outstanding as of October 30, 2025, as provided by the Issuer, including all Conversion Shares and Earnout Shares in accordance with Rule 13d-3(d)(1)(i). Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock that Transocean International Limited holds directly or has a right to acquire.
Transocean Ltd. and Transocean International Limited have shared voting and dispositive power over the shares of common stock beneficially owned by Transocean International Limited.
Except as described herein, the Reporting Persons have not effected any reportable transactions in the shares of the Issuer's common stock within the last 60 days.
Except as set forth herein, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities owned by the Reporting Persons.
Not applicable.
The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference herein.