Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267375
PROSPECTUS SUPPLEMENT NO. 10
(to prospectus dated April 18, 2023)
NAUTICUS ROBOTICS,
INC.
8,275,000 Shares of Common Stock
Up to 8,625,000 Shares of Common Stock Underlying
Public Warrants to Purchase Common Stock
Up to 7,175,000 Shares of Common Stock Underlying
Private Warrants to Purchase Common Stock
Up to 2,922,425 Shares of Common Stock Underlying
Securities Purchase Agreement Warrants to Purchase Common Stock
Up to 2,922,425 Shares of Common Stock Underlying
Convertible Debentures
This prospectus supplement
is being filed to update and supplement the information contained in the prospectus dated April 18, 2023 (the “Prospectus”),
with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on December 18, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to the offer and sale by us of (i) 862,500 shares of common stock, par value $0.0001 per share (“Common Stock”),
of Nauticus Robotics, Inc. (the “Company”) which were issued upon the conversion of the rights to receive one twentieth (1/20)
of one share of Common Stock (the “Right Shares”) in connection with the closing of the Business Combination (defined below),
(2) 8,625,000 shares of Common Stock (the “Public Warrant Shares”) issuable upon the exercise of 8,625,000 redeemable warrants,
which are exercisable at a price of $11.50 per share (the “Public Warrants”) and (3) 7,175,000 shares of Common Stock (the
“Private Warrant Shares”) issuable upon the exercise of 7,175,000 redeemable warrants, purchased by CleanTech Sponsor I LLC
and CleanTech Investments, LLC (together, the “Co-sponsors”) at a price of $1.00 per Private Warrant pursuant to a subscription
agreement entered into in connection with CLAQ’s (defined below) initial public offering (“IPO”), which are exercisable
at a price of $ 11.50 per share (the “Private Warrants”).
The Prospectus and this prospectus
supplement also relate to the resale from time to time by the selling securityholders named in the Prospectus or their permitted transferees
(the “Selling Securityholders”) of (i) 4,312,500 shares of Common Stock (the “Founder Shares”) that were issued
to the Co- sponsors in conjunction with the IPO at a purchase price equivalent to approximately $0.00058 per Founder Share and subsequently
converted upon the closing of the Business Combination and (ii) 3,100,000 shares of Common Stock purchased by certain Selling Securityholders
at a price of $10.00 per share of Common Stock, and issued pursuant to the terms of certain subscription agreements entered into in connection
with the Business Combination pursuant to the Merger Agreement (the “Merger Agreement,” and together with the other agreements
and transactions contemplated thereby, the “Business Combination”) by and among CleanTech Acquisition Corp. (“CleanTech”
or “CLAQ”), Nauticus Robotics Holdings, Inc. (formerly known as “Houston Mechatronics, Inc.”), a Texas corporation
(“Nauticus Robotics Holdings”), and CleanTech Merger Sub, Inc. (“Merger Sub”), a wholly- owned subsidiary of CleanTech.
Pursuant to the Merger Agreement, in connection with the consummation of the Business Combination Merger Sub merged with and into Nauticus
Robotics Holdings, with Nauticus Robotics Holdings surviving the merger as a wholly owned subsidiary of the Company, and the Company was
renamed “Nauticus Robotics, Inc.”
Further, the Prospectus and
this prospectus relate to the offer and sale by us of (i) 2,922,425 shares of Common Stock (the “SPA Warrant Shares”) which
have been or may be issued from time to time upon the exercise of 2,922,425 warrants that were issued to certain Selling Securityholders
(the “SPA Investors”) pursuant to the SPA (the “SPA Warrants”) and (ii) 2,922,425 shares of Common Stock (the
“Debenture Shares” and together with the SPA Warrant Shares, the “SPA Shares”) issuable upon the conversion of
the debentures (the “Debentures”) that were purchased by certain Selling Securityholders pursuant to the SPA. Pursuant to
the Securities Purchase Agreement by and among the Company, Nauticus Robotics Holdings, and the SPA Investors (the “SPA”),
the SPA Investors subscribed for Debentures in an aggregate principal amount of $36,530,320. In exchange for such subscriptions, Nauticus
delivered to such Selling Securityholders (i) a Debenture with a principal amount equal to such Selling Securityholder’s subscription
amount and (ii) SPA Warrants.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, any may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
Our Common Stock is listed
on the Nasdaq Stock Market LLC under the symbol “KITT.” On December 22, 2023, the closing price for our Common Stock was $0.73
per share.
We are an “emerging
growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company
reporting requirements.
Investing in our securities
involves risks that are described in the “Risk Factors” section beginning on page 12 of the Prospectus. Neither the SEC nor
any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus
or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December
22, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 18, 2023
NAUTICUS ROBOTICS,
INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40611 |
|
87-1699753 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
17146 Feathercraft Lane, Suite 450, Webster,
TX 77598
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (281) 942-9069
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
|
KITT |
|
The Nasdaq Stock Market LLC |
Warrants |
|
KITTW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers
On December 18, 2023, Mark Mey, a member of the
board of directors (the “Board”) of Nauticus Robotics, Inc. (the “Company”), tendered his resignation as a director
on the Board. Mr. Mey’s resignation did not result from a disagreement on any matter relating to the Board’s or the Company’s
operations, policies or procedures. The Board extends its deep appreciation to Mr. Mey for his service on the Board and wishes him well
in his future endeavors.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 22, 2023 |
Nauticus Robotics, Inc. |
|
|
|
|
By: |
/s/ Nicolaus Radford |
|
|
Name: |
Nicolaus Radford |
|
|
Title: |
Chief Executive Officer |
2
Nauticus Robotics (NASDAQ:KITT)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Nauticus Robotics (NASDAQ:KITT)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024