8-K: Nauticus Robotics Appoints Withum as New Auditor

Nauticus Robotics, Inc. has appointed Withum, Smith & Brown P.C. as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, replacing Whitley Penn LLP.

Summary

• Nauticus Robotics, Inc. (the Company) has changed its independent registered public accounting firm following a competitive selection process by its Audit Committee.
• Whitley Penn LLP was dismissed as the Company's independent registered public accounting firm on December 19, 2025, after auditing the consolidated financial statements for the fiscal years ended December 31, 2023 and 2024.
• The reports of Whitley Penn for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified.
• There were no disagreements with Whitley Penn within the meaning of Item 304(a)(1)(iv) of Regulation S-K during the two fiscal years ended December 31, 2023 and 2024, or in the subsequent interim period through December 19, 2025.
• A material weakness in the Company's internal control over financial reporting, related to a lack of qualified accounting and financial reporting personnel and inadequate accounting close procedures, was previously reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• Withum, Smith & Brown P.C. (Withum) was approved by the Audit Committee on December 19, 2025, and subsequently engaged on December 22, 2025, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Company had no consultations with Withum regarding accounting principles, audit opinions, disagreements, or reportable events prior to their engagement.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The change in auditor is a routine corporate governance matter, and the absence of disagreements with the previous auditor is positive. However, the continued existence of a previously reported material weakness in internal controls prevents a higher score, as it indicates an area requiring ongoing attention.

Positives

• Whitley Penn LLP's audit reports for the fiscal years ended December 31, 2023 and 2024 did not contain any adverse opinions, disclaimers, or qualifications.
• There were no disagreements with Whitley Penn LLP regarding accounting principles or audit scope during their tenure, indicating a professional relationship leading up to the change.

Negatives

• A material weakness in internal control over financial reporting persists, as previously reported, related to a lack of qualified accounting and financial reporting personnel and inadequate procedures for the accounting close process.

Risks

• The Company faces a risk associated with its previously identified material weakness in internal control over financial reporting, specifically concerning the adequacy of qualified accounting and financial reporting personnel and the effectiveness of accounting close procedures.

Future Outlook

The filing primarily details a change in the Company's independent registered public accounting firm and does not provide specific forward-looking statements or guidance regarding financial performance or strategic direction, beyond the expectation of Withum completing its standard client acceptance procedures and executing an engagement letter.

Industry Context

Changes in independent registered public accounting firms are a routine corporate governance event for publicly traded companies, often occurring after a competitive selection process by the Audit Committee. While the change itself is not unusual, the continued disclosure of a material weakness in internal controls, even if previously reported, highlights an area of ongoing focus for financial reporting quality, which is a critical aspect of investor confidence across the industry.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the auditor change as a routine governance matter, but the persistent material weakness in internal controls could be a concern regarding financial reporting reliability and accuracy.
• Management: Will be responsible for working collaboratively with the new auditor and continuing efforts to remediate the identified material weakness.
• Regulatory Authorities: Will monitor the Company's progress in addressing the material weakness and ensuring compliance with financial reporting standards under the new auditor.

Next Steps

• Withum, Smith & Brown P.C. is expected to complete its standard client acceptance procedures.
• An engagement letter is to be executed between the Company and Withum, Smith & Brown P.C.
• The Company will continue to address the previously reported material weakness in internal control over financial reporting.

Key Dates

Keywords

Nauticus Robotics, Auditor Change, SEC Filing, Form 8-K, Whitley Penn, Withum Smith & Brown, Internal Controls, Financial Reporting, Corporate Governance, Public Accounting Firm