SCHEDULE 13G/A: Schlumberger Entities Maintain 4.6% Stake in Nauticus Robotics, Contingent Shares Tied to Price Targets

Schlumberger N.V. and its subsidiaries have filed an amended Schedule 13G, disclosing a continued beneficial ownership of 4.6% in Nauticus Robotics, Inc., with potential for additional shares based on future stock performance.

Summary

• Schlumberger N.V. (Schlumberger Limited), Schlumberger B.V., Schlumberger Holdings Corporation, and Schlumberger Technology Corporation (collectively, the "Reporting Persons") jointly filed an Amendment No. 1 to Schedule 13G.
• The Reporting Persons beneficially own an aggregate of 296,226 shares of Nauticus Robotics, Inc. Common Stock.
• This ownership represents 4.6% of Nauticus Robotics, Inc.'s outstanding Common Stock.
• The percentage is based on 6,407,475 shares of Common Stock outstanding as of November 11, 2024, as reported in Nauticus Robotics' Form 10-Q filed on November 12, 2024.
• The beneficial ownership includes 55,033 additional shares of Common Stock that Schlumberger Technology Corporation (STC) has the right to receive.
• These contingent shares are subject to Nauticus Robotics' Common Stock meeting or exceeding certain target prices on or before December 16, 2026.
• The right to receive these contingent shares stems from a Merger Agreement dated December 16, 2021, as amended on January 30, 2022, and June 6, 2022.
• The filing certifies that the securities were not acquired and are not held for the purpose of changing or influencing the control of Nauticus Robotics, Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would significantly alter the sentiment towards the company. The contingent shares represent a potential upside for Schlumberger, but it's a conditional future event.

Positives

• Schlumberger Technology Corporation holds a right to receive an additional 55,033 shares of Nauticus Robotics Common Stock if specific stock price targets are met by December 16, 2026, indicating potential future upside for Schlumberger based on Nauticus's performance.

Future Outlook

Schlumberger Technology Corporation has a future opportunity to increase its stake in Nauticus Robotics by 55,033 shares, contingent upon Nauticus Robotics' Common Stock achieving certain price targets by December 16, 2026, as outlined in the original and amended Merger Agreement.

Industry Context

This filing is a routine disclosure of beneficial ownership by a significant investor (Schlumberger, a major player in the energy services industry) in a robotics company (Nauticus Robotics), indicating a continued strategic interest or investment stemming from a prior merger agreement. It does not provide broader industry trends but highlights an ongoing relationship between a large industrial entity and a specialized technology firm.

Related Party Transactions

• The right of Schlumberger Technology Corporation to receive 55,033 additional shares of Nauticus Robotics Common Stock is derived from a Merger Agreement dated December 16, 2021, which was subsequently amended on January 30, 2022, and June 6, 2022. This agreement established the initial relationship and the terms for contingent share issuance.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake and potential future increase in ownership, which could be seen as a vote of confidence if the contingent shares are issued.

Next Steps

• Nauticus Robotics' Common Stock performance will be monitored until December 16, 2026, to determine if the conditions for Schlumberger Technology Corporation to receive the additional 55,033 shares are met.

Key Dates

Keywords

Nauticus Robotics, Schlumberger, SEC Filing, Schedule 13G, Beneficial Ownership, Common Stock, Merger Agreement, Contingent Shares, Equity Stake