SCHEDULE: Material Impact Reports 25.2% Stake in Nauticus Robotics

Material Impact Partners II and associated entities disclose a 25.2% beneficial ownership in Nauticus Robotics following an increase in the company's total outstanding shares.

Summary

• Material Impact Partners II, LLC and its affiliates report beneficial ownership of 11,719,649 shares of Common Stock.
• The reporting persons' stake represents 25.2% of the company based on 34,877,145 shares outstanding as of April 14, 2026.
• The ownership includes 7,760 direct shares, 11,800 private warrants, and 192,019 shares from January 2024 Term Loans.
• A significant portion of the stake is derived from 11,479,623 shares underlying Series A Preferred Stock at a conversion price of $0.5942.
• The amendment was triggered by a material change in ownership percentage resulting from an increase in the issuer's total shares outstanding rather than new purchases or sales by the reporting group.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as slightly positive to neutral; while it confirms the continued commitment of a major institutional backer and board member, it also highlights the dilutive pressure from convertible instruments.

Positives

• Strong institutional backing from Material Impact, providing stability to the shareholder base.
• High level of insider alignment as Adam Sharkawy, a managing member of the reporting entity, serves on the Issuer's board of directors.
• The reporting group has maintained its position without selling shares despite the change in total outstanding stock.

Negatives

• Significant potential dilution remains from convertible instruments, including term loans and Series A Preferred Stock.
• The increase in total shares outstanding (the denominator) suggests recent equity issuance by the company, which may dilute existing shareholders.
• The conversion price for Series A Preferred Stock is set at a relatively low $0.5942.

Risks

• Concentration of 25.2% ownership gives a small group of individuals significant influence over corporate governance and strategic decisions.
• Future conversion of term loans and preferred stock could further increase the total share count, impacting earnings per share.
• The reporting persons hold 1,541 Earn-Out shares that are only released upon specific Triggering Events, which may or may not occur.

Future Outlook

The reporting persons have not indicated any immediate plans to change their investment or seek further board representation beyond Adam Sharkawy's current role, though they maintain significant convertible positions that could increase their equity stake upon exercise.

Management Comments

• Adam Sharkawy and Carmichael Roberts share voting and dispositive power over the securities held by Material Impact Fund II, L.P.
• The reporting persons have not purchased or sold any shares of Common Stock since the filing of Amendment No. 5.

Industry Context

StockSavvy.ai notes that high ownership concentration by venture capital and private equity firms is typical for specialized technology companies like Nauticus Robotics, which often require significant capital for R&D and scaling operations.

Comparison to Industry Standards

• A 25.2% stake is significantly higher than the average institutional holding in small-cap robotics firms, which typically ranges between 5% and 15%.
• The use of convertible term loans and preferred stock for financing is a common strategy for growth-stage tech companies to avoid immediate cash interest payments.
• The ownership structure is comparable to other subsea technology firms where strategic partners hold large, influential blocks of equity.

Corporate Governance

Related Party Transactions

• Material Impact Fund II, L.P. holds term loans and preferred stock issued by Nauticus Robotics, Inc.
• Adam Sharkawy serves as both a director of the company and a managing member of the primary investment vehicle.

Stakeholder Impact

• Common shareholders face potential dilution from the 11.4 million shares underlying the Series A Preferred Stock.
• The reporting persons maintain a blocking or influential minority position (25.2%) which may impact future corporate actions requiring shareholder approval.

Next Steps

• Monitor for any future conversion of the Series A Preferred Stock or Term Loans into Common Stock.
• Watch for potential Triggering Events that would release the 1,541 Earn-Out shares.

Key Dates

Recommendation

The filing confirms that the largest shareholder group is maintaining its position, which provides a floor for the stock, but the significant overhang of convertible securities at a low conversion price suggests limited immediate upside for common shareholders until the capital structure stabilizes.

Keywords

Nauticus Robotics, Material Impact Partners, Schedule 13D, Beneficial Ownership, Series A Preferred Stock, Term Loans, Adam Sharkawy, Carmichael Roberts, Subsea Robotics