NAUTICUS ROBOTICS, INC.
21.50%
3,137,615
1849820
63911H306
Oct 24, 2025
Oct 28, 2025, 06:17 PM
Reporting Persons (4)
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 |
|---|---|---|---|---|---|
| Material Impact Partners II, LLC | Other | 21.50% | 3,134,567 | 0 | 3,134,567 |
| Material Impact Fund II, L.P. | Partnership | 21.50% | 3,134,567 | 0 | 3,134,567 |
| Adam Sharkawy | Individual | 21.50% | 3,137,615 | 3,048 | 3,134,567 |
| Carmichael Roberts | Individual | 21.50% | 3,134,567 | 0 | 3,134,567 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
NAUTICUS ROBOTICS, INC.
17146 Feathercraft Lane, Webster, TX, 77598
The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference.
The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference.
The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference.
The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference.
The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference.
The information set forth in Item 3 of the Original Schedule 13D is hereby amended by adding the following as the last paragraphs thereof. On October 25, 2025 the Issuer entered into an amendment to term loan agreement (the "September 2023 Term Loan Reduction Agreement") with MIF II and certain parties thereto, as lenders. Pursuant to the September 2023 Term Loan Reduction Agreement and Section 25(c) of the September 2023 Term Loan Agreement, the Issuer reduced the conversion price of the September 2023 Term Loans to $1.76 for the September 2023 Term Loan Reduction Period (as defined in Item 5). The foregoing description of the terms of the September 2023 Term Loan Reduction Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the September 2023 Term Loan Reduction Agreement, which is filed herewith as Exhibit 16.
See Items 7-11 of the cover pages of this Statement and Item 2 above. The Series A Preferred Stock is convertible into shares of Common Stock at the "Alternate Conversion Price" equal to the lesser of: (a) the Conversion Price, which following the Reverse Split is $8.2629; and (b) the greater of (i) the Floor Price, which following the Reverse Split is $2.214 and (ii) 98% of the lowest volume weighted average price of the Common Stock during the 10 consecutive trading days immediately prior to such conversion ("VWAP Price"). The number of shares of Common Stock underlying the Series A Preferred Stock held by the Reporting Person set forth on the cover pages of this Statement assumes that the Series A Preferred Stock is converted at the Floor Price, which is the Applicable Conversion Price as of October 24, 2025. In the event that following October 24, 2025, the VWAP Price is greater than the Floor Price, the number of shares of Common Stock underlying the Series A Preferred Stock will increase and decrease based on fluctuations in the VWAP Price. The Reporting Persons do not undertake to amend this Statement further if such amendment would be solely triggered as a result of such fluctuations. The September 2023 Term Loans are convertible into shares of Common Stock at a conversion price of $1,944 (the "September 2023 Term Loan Conversion Price"). On October 25, 2025, pursuant to the terms of the September 2023 Term Loan Agreement (as defined in the Original Schedule 13D) and those certain Amendment to Term Loan Agreements between the Issuer and each of the Lenders (as defined therein), including MIF II, the Issuer voluntarily and temporarily reduced the conversion price of the September 2023 Term Loans to $1.76 (the "Temporary Conversion Price"), which was the closing price of the Issuer's Common Stock on October 24, 2025, for the period commencing on October 25, 2025 and ending on November 7, 2025 (the "September 2023 Term Loan Reduction Period"). The number of shares of Common Stock underlying the September 2023 Term Loans held by the Reporting Person set forth on the cover pages of this Statement assumes that the September 2023 Term Loans are converted at the September 2023 Term Loan Conversion Price. During the September 2023 Term Loan Reduction Period, the number of shares issuable upon conversion of the September 2023 Term Loans at the Temporary Conversion Price based on interest accrued through October 24, 2025 is 1,412,760 and the percentage reported in row 13 for each Reporting Person would be 28.4%. The Reporting Persons do not undertake to amend this Statement further if such amendment would be solely triggered as a result of the end of the September 2023 Term Loan Reduction Period.
See Items 7-11 of the cover pages of this Statement and Item 2 above.
Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.
Under certain circumstances set forth in the limited partnership agreement of MIF II, the general partner and limited partners of MIF II may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by MIF II.
Not applicable
The information set forth in Item 3 of this Statement is incorporated herein by reference.
Exhibit 16: Amendment to Term Loan Agreement, dated as of October 25, 2025, by and among Nauticus Robotics, Inc. and the lenders signatories thereto (filed as Exhibit 10.3 to the Issuer's current report on Form 8-K, as filed with the Commission on October 27, 2025 (File No. 001-40611) and incorporated herein by reference.