SCHEDULE: Material Impact Boosts Nauticus Robotics Stake to 44.6%

Material Impact Partners II, LLC and its affiliates increased their beneficial ownership in Nauticus Robotics, Inc. to 44.6% following a Series A conversion price adjustment.

Summary

• This is Amendment No. 5 to the Schedule 13D filed by Material Impact Partners II, LLC, Material Impact Fund II, L.P., Adam Sharkawy, and Carmichael Roberts regarding Nauticus Robotics, Inc.
• Beneficial ownership for the Reporting Persons increased due to an adjustment in the Series A Preferred Stock conversion price.
• The Series A conversion price was reduced to $0.5942 (the "Conversion Price") as a result of Nauticus Robotics, Inc. issuing Series C preferred convertible stock to certain institutional investors.
• The Reporting Persons now beneficially own an aggregate of 11,030,848 shares of Common Stock (or 11,033,896 shares for Adam Sharkawy, including individual holdings).
• This aggregate ownership represents 44.6% of Nauticus Robotics' Common Stock outstanding.
• The percentage is calculated based on 13,729,609 shares of Common Stock outstanding as of December 3, 2025, plus shares issuable upon conversion of warrants, term loans, and Series A Preferred Stock.
• The Reporting Persons have not purchased or sold any shares of Common Stock since the filing of Amendment No. 4.

Sentiment

Score: 6

Explanation: The filing reports a factual change in ownership driven by a capital raise, which generally provides liquidity to the company. While the conversion price adjustment implies dilution for common shareholders, the capital infusion itself can be seen as a positive for the company's operational runway and growth prospects. The increased stake by Material Impact also signals continued commitment.

Positives

• The Issuer successfully raised capital through the issuance of Series C preferred convertible stock to institutional investors.
• Material Impact Partners II, LLC and its affiliates increased their beneficial ownership percentage in Nauticus Robotics, Inc. to 44.6%, indicating continued significant investment.

Negatives

• The Series A conversion price was reduced to $0.5942, which was a direct result of the Issuer issuing Series C preferred convertible stock, typically implying dilution for existing common shareholders.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The Series A conversion price, which affects the holdings of Material Impact (a significant investor and related party through board member Adam Sharkawy), was adjusted downwards due to the Issuer's issuance of Series C preferred convertible stock to institutional investors.

Stakeholder Impact

• Shareholders: Existing common shareholders face potential dilution due to the issuance of Series C preferred stock and the increased number of common shares that can be converted from Series A preferred stock at a lower price.
• Reporting Persons (Material Impact): Their beneficial ownership percentage increased, strengthening their influence and potential future returns from their investment.

Key Dates

Keywords

Nauticus Robotics, Material Impact, Schedule 13D, Beneficial Ownership, Series A Preferred Stock, Conversion Price, SEC Filing, Equity, Investment