SCHEDULE 13D/A: Major Investor Group Increases Stake in Nauticus Robotics to 16.6% Amidst Accrued Interest and Share Dilution

Material Impact Partners II, LLC and its affiliates have increased their beneficial ownership in Nauticus Robotics, Inc. to 16.6% of common stock, primarily due to accrued interest on convertible debt and preferred stock, while also noting dilution from the company's recent share sales.

Summary

• Material Impact Partners II, LLC, Material Impact Fund II, L.P., Adam Sharkawy, and Carmichael Roberts collectively reported beneficial ownership of 6,987,630 shares of Nauticus Robotics, Inc. Common Stock, representing 16.6% of the class.
• Adam Sharkawy's total beneficial ownership, including his individual shares, amounts to 6,989,769 shares, also representing 16.6% of the class.
• The increase in aggregate shares owned by the Reporting Persons is primarily due to interest accrued on the September 2023 Term Loans, January 2024 Term Loans, and Series A Preferred Stock, which are convertible into Common Stock.
• The percentage of ownership reported reflects a decrease of over 1% in the aggregate percentage ownership previously reported, primarily due to dilution caused by Nauticus Robotics, Inc.'s sales of additional shares of its Common Stock since the original Schedule 13D filing.
• The beneficial ownership includes 69,829 shares held of record, 106,194 shares issuable from Private Warrants, 1,497,537 shares issuable from January 2024 Term Loans, 10,894 shares issuable from September 2023 Term Loans, and 5,303,176 shares underlying Series A Preferred Stock.
• The calculation of the 16.6% ownership is based on 35,154,439 shares of Common Stock outstanding as of April 15, 2025, as reported in the Issuer's Form 10-K, plus the shares issuable upon conversion or exercise of the aforementioned instruments.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a noted dilution from the Issuer's share sales, the continued significant stake and increase in the number of shares held by a major investor group (even if due to accrued interest) can be viewed as a sign of ongoing commitment. The filing is primarily a factual update on ownership.

Positives

• A significant investor group, Material Impact, continues to hold a substantial stake (16.6%) in Nauticus Robotics, indicating ongoing commitment and belief in the company's long-term prospects.
• The increase in the number of shares beneficially owned by the reporting persons, albeit due to accrued interest on existing instruments, solidifies their position as a major shareholder.

Negatives

• Existing shareholders have experienced dilution, as indicated by the over 1% decrease in the reporting persons' aggregate percentage ownership, due to the Issuer's sales of additional Common Stock.

Risks

• Shareholder dilution risk due to the Issuer's past and potentially future sales of additional Common Stock.
• Potential future dilution from the conversion of the remaining September 2023 Term Loans, January 2024 Term Loans, and Series A Preferred Stock into Common Stock.

Future Outlook

This filing primarily updates beneficial ownership percentages based on accrued interest on existing convertible instruments and past share issuances by the Issuer. It does not provide forward-looking statements regarding the company's operational or financial performance, beyond the implicit potential for conversion of the outstanding term loans and preferred stock.

Industry Context

This Schedule 13D amendment is a specific disclosure of changes in beneficial ownership by a major investor group in Nauticus Robotics, Inc. It does not contain information to analyze broader industry trends or competitive positioning within the robotics or underwater robotics sector.

Related Party Transactions

• The beneficial ownership includes shares issuable from September 2023 Term Loans, January 2024 Term Loans, and Series A Preferred Stock held by Material Impact Fund II, L.P. and its general partner, Material Impact Partners II, LLC. Adam Sharkawy, a managing member of Material Impact Partners II, LLC, is also a member of Nauticus Robotics' board of directors, indicating a related party relationship for these financial instruments.

Stakeholder Impact

• Shareholders: Experience dilution due to the Issuer's past share sales, but also observe continued significant investment from a key institutional holder, which may signal confidence.
• Creditors/Lenders: The reporting persons hold convertible term loans, indicating a creditor relationship that can convert to equity, potentially impacting the company's capital structure.

Key Dates

Keywords

Nauticus Robotics, Schedule 13D, Beneficial Ownership, Material Impact, Common Stock, Convertible Debt, Series A Preferred Stock, Share Dilution, SEC Filing, Investment, Robotics