NAUTICUS ROBOTICS, INC.
44.60%
11,033,896
1849820
63911H306
Dec 11, 2025
Dec 16, 2025, 04:16 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 | 44.60% | 11,030,848 | 0 | 11,030,848 |
| Material Impact Fund II, L.P. | Partnership | 44.60% | 11,030,848 | 0 | 11,030,848 |
| Adam Sharkawy | Individual | 44.60% | 11,033,896 | 3,048 | 11,030,848 |
| Carmichael Roberts | Individual | 44.60% | 11,030,848 | 0 | 11,030,848 |
Disclosure Items (6)
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 December 12, 2025, the Issuer notified the Reporting Persons of an adjustment to the Conversion Price (as defined in Item 5 below), which resulted in an increase in the aggregate ownership of the Reporting Persons.
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 is $0.5942; and (b) the greater of (i) the floor price, which 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 Conversion Price, which is the Applicable Conversion Price as of December 16, 2025.
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.