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Nauticus Robotics (KITT) closes $16M SeaTrepid asset deal with earn-out shares

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8-K/A

Rhea-AI Filing Summary

Nauticus Robotics, Inc. completed an asset acquisition of applied robotic solutions businesses for a total value of $16 million under an Asset Purchase Agreement with several SeaTrepid entities. The package includes $4 million cash at closing, $4 million cash payable on or before September 30, 2025, Earn-Out Shares valued at $5.5 million, and the assumption of $2.5 million of seller liabilities.

An aggregate amount of newly issued common stock, called the Earn-Out Shares, worth $5.5 million may be issued if specified earn-out performance thresholds are met during the period from closing through six months after closing. The amendment filing also updates cross-references so that the acquisition and related direct financial obligation are properly described and incorporated.

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Insights

Nauticus Robotics closed a $16M asset deal with staged cash, earn-out shares, and assumed liabilities.

Nauticus Robotics acquired substantially all assets and certain liabilities of SeaTrepid-related sellers for a stated value of $16 million. Consideration mixes $8 million in cash, Earn-Out Shares valued at $5.5 million, and assumption of $2.5 million of seller obligations, aligning part of payment with post-closing performance.

The earn-out is payable in newly issued common stock over a measurement period from closing through six months after closing, which can affect share count depending on threshold achievement. The amendment itself mainly clarifies disclosure, tying the acquisition to the direct financial obligation items without changing the underlying economics.

From an investor perspective, the economics hinge on how much of the $5.5 million earn-out is ultimately earned and the impact of the $2.5 million in assumed liabilities. Future company filings describing integration progress and earn-out achievement will provide more clarity on financial contribution and balance-sheet effects.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Total acquisition value $16 million Consideration for acquisition of SeaTrepid-related assets
Cash at closing $4 million Paid at closing on March 20, 2025
Deferred cash payment $4 million Cash to be paid on or before September 30, 2025
Earn-Out Shares value $5.5 million Potential common stock consideration if earn-out thresholds met
Assumed liabilities $2.5 million Sellers’ liabilities assumed by Nauticus Robotics
Earn-out measurement period Six months From closing through six months after closing
Closing date March 20, 2025 Date acquisition was consummated
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement in the form of Exhibit 10.1"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Earn-Out Shares financial
"An aggregate amount of newly issued shares ... (the “Earn-Out Shares”)"
Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
off-Balance Sheet Arrangement financial
"or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
direct financial obligation financial
"Creation of a Direct Financial Obligation or an Obligation"
Understanding 8-K Material Events →
TRUE000184982000018498202025-03-202025-03-200001849820us-gaap:CommonStockMember2025-03-202025-03-200001849820us-gaap:WarrantMember2025-03-202025-03-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2025
NAUTICUS ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4061187-1699753
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
17146 Feathercraft Lane, Suite 450, Webster, TX 77598
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281) 942-9069
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockKITTThe Nasdaq Stock Market LLC
WarrantsKITTWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Nauticus Robotics Inc. (the "Company") filed a Current Report on Form 8-K on March 20, 2025 and Amendment No. 1 thereto on May 29, 2025 (as amended, the "Original Form 8-K"). This Amendment No. 2 to Form 8-K is being filed to add the disclosure under Item 2.01 and to update the language regarding the incorporation by reference under Item 1.01, to refer to the Item 2.03 disclosure. In connection with such clarification, the original Item 2.03 disclosure in the Original Form 8-K is included herein for ease of reference.

Except as set forth herein, the reminder of the Original Form 8-K remains unchanged. This Amendment No. 2 should be read together with the Original Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 2.03 of this Current Report is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 2.03 of this Current Report is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously disclosed, on March 5, 2025, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), and SeaTrepid International, L.L.C., a Louisiana limited liability company, SeaTrepid Deepsea LLC, a Louisiana limited liability company, Remote Inspection Technologies, L.L.C., a Louisiana limited liability company (each, a “Seller” and collectively, “Sellers”), and certain individual selling persons entered into an Asset Purchase Agreement in the form of Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2025 (the “Purchase Agreement”), to which reference is made for its terms. Pursuant to the Purchase Agreement, the Company agreed to acquire (the “Acquisition”) substantially all of the assets and certain specified liabilities of the Sellers related to applied robotic solutions and the robotic equipment development and operation.

On March 20, 2025, the Company consummated the Acquisition pursuant to the terms of the Purchase Agreement for a total value of $16 million, which consists of (1) the aggregate purchase price of $4 million in cash paid at closing and $4 million in cash that will be paid on or before September 30, 2025 and (2) Earn-Out Shares valued at $5.5 million; and the assumption of $2.5 million in Sellers’ liabilities. An aggregate amount of newly issued shares of the Company’s common stock, par value $0.00001 per share (the “Earn-Out Shares”) worth $5.5 million may be paid to Sellers, subject to and payable in accordance with earn-out thresholds during the measurement period between closing and six months after closing, as specified in the Purchase Agreement.

On March 20, 2025, the Company entered into an Amendment No. 1 to the Asset Purchase Agreement (the “Amendment No. 1”) with the Sellers, pursuant to which the Company and the Sellers added an updated version of the disclosure schedules to the Purchase Agreement.

The foregoing description of the Purchase Agreement and Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2025, and the Amendment No. 1, which is filed as Exhibit 10.1 hereto, both of which are incorporated into this report by reference.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 6, 2026Nauticus Robotics, Inc.
By:/s/ Jimena Begaries
Name: Jimena Begaries
Title:Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Nauticus Robotics (KITT) acquire in this $16 million transaction?

Nauticus Robotics acquired substantially all assets and certain liabilities of SeaTrepid-related sellers focused on applied robotic solutions and robotic equipment development and operation. The transaction consolidates those operating assets into Nauticus’ business through an Asset Purchase Agreement and related amendment.

How is the $16 million Nauticus Robotics (KITT) deal structured?

The acquisition value totals $16 million, including $4 million cash at closing, $4 million cash payable on or before September 30, 2025, Earn-Out Shares valued at $5.5 million, and assumption of $2.5 million in seller liabilities, as described in the Asset Purchase Agreement.

What are Nauticus Robotics (KITT) Earn-Out Shares in this acquisition?

Earn-Out Shares are newly issued Nauticus common stock worth $5.5 million that may be issued to sellers if earn-out thresholds are met. These thresholds are measured from closing through six months after closing, tying part of the consideration to post-closing business performance.

When did Nauticus Robotics (KITT) close the SeaTrepid asset acquisition?

Nauticus Robotics consummated the acquisition on March 20, 2025, under the previously signed Asset Purchase Agreement. That closing date starts the earn-out measurement period, which runs from closing through six months after closing for determining any Earn-Out Share issuance.

What liabilities did Nauticus Robotics (KITT) assume in this transaction?

As part of the acquisition, Nauticus Robotics assumed $2.5 million of the sellers’ liabilities. These assumed obligations form part of the total $16 million transaction value alongside cash payments and potential Earn-Out Shares tied to future performance thresholds.

What is the purpose of Nauticus Robotics’ Amendment No. 2 to its report?

Amendment No. 2 adds Item 2.01 disclosure about completion of the acquisition and updates incorporation-by-reference language for Item 1.01 to point to Item 2.03. It also restates the Item 2.03 description of the direct financial obligation for clarity, without changing deal terms.

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