Nauticus Robotics considers up to $50M investment
Any equity investment remains subject to due diligence, definitive agreements, approvals and closing conditions, and could dilute shareholders or change control.
Rhea-AI Filing Summary
Nauticus Robotics, Inc. (KITT) entered into a non-binding letter of intent with a strategic investor contemplating a private placement equity investment of up to $50 million to support its short- and long-term commercial objectives. The LOI’s terms do not obligate the investor to provide funding, and the proposed investment remains subject to due diligence, negotiation and execution of definitive agreements, applicable approvals, and satisfaction of closing conditions.
The Board is evaluating the proposed transaction and considering engaging an independent financial advisor. Depending on the final terms, the investment could dilute existing stockholders and/or result in a change of control. Nauticus says there can be no assurance that definitive agreements will be entered into or that the transaction will be completed.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Proposed private placement investment: Up to $50 million
1 metrics
Proposed private placement investment
Up to $50 million
Contemplated in a non-binding LOI with a strategic investor
Key Terms
non-binding letter of intent, private placement, definitive agreements, change of control
4 terms
non-binding letter of intent financial
"entered into a non-binding letter of intent"
A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.
private placement financial
"contemplating a private placement equity investment"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
definitive agreements financial
"negotiation and execution of definitive agreements"
Definitive agreements are the final, legally binding contracts that set the exact terms of a corporate deal—such as a merger, acquisition, asset sale, or major financing. They matter to investors because signing them turns rough plans into concrete obligations that determine price, timing, required approvals and what happens if the deal falls through; think of them as the signed purchase contract in a house sale that makes the deal official and enforceable.
change of control financial
"a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What investment does Nauticus Robotics (KITT)'s LOI contemplate?
The LOI contemplates a private placement equity investment of up to $50 million from a strategic investor to support Nauticus Robotics’ short- and long-term commercial objectives. The LOI’s investment terms are non-binding.
Is the proposed KITT investment binding or completed?
The investment terms are non-binding and do not obligate the investor to provide funding. The proposed investment is subject to due diligence, negotiation and execution of definitive agreements, applicable approvals, and satisfaction of closing conditions; Nauticus says there can be no assurance it will be completed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 25, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. x
Item 8.01 Other Events.
On September 25, 2026, Nauticus Robotics, Inc. (the “Company”) issued a press release announcing that it has entered into a non-binding letter of intent (the “LOI”) with a strategic investor contemplating a private placement equity investment of up to $50 million in the Company to support its short- and long-term commercial objectives. The investment terms of the LOI are non-binding and do not obligate the investor to provide funding.
The proposed investment remains subject to, among other matters, due diligence, negotiation and execution of definitive agreements, applicable approvals and satisfaction of any closing conditions. Depending on the final terms, the investment could result in dilution to existing stockholders and/or a change of control of the Company. There can be no assurance that definitive agreements will be entered into or that the proposed transaction will be completed on the terms currently contemplated, or at all.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Any securities offered in the proposed private placement have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 99.1 | Press Release dated September 25, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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: September 25, 2026 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ Michael A. Ferrier | ||||||||||
| Name: | Michael A. Ferrier | ||||||||||
| Title: | General Counsel | ||||||||||
Nauticus Robotics, Inc. Signs Non-Binding Letter of Intent for Strategic Investment of Up to $50 Million Proposed investment intended to support Nauticus Robotics’ Vision. Houston, TX, September 25, 2026. Nauticus Robotics, Inc. (NASDAQ: KITT) (“Nauticus” or the “Company”), a developer of autonomous subsea robotic systems and autonomy software, today announced that it has entered into a non-binding letter of intent (“LOI”) with a strategic investor contemplating a private placement equity investment of up to $50 million in the Company in support of the Company’s short and long term commercial objectives. The Company’s Board of Directors is evaluating the proposed material transaction consistent with its fiduciary duties and is considering the engagement of an independent financial advisor to assist the Board in its evaluation. The investment terms of the LOI are non-binding, do not obligate the investor to provide funding and remains subject to, among other matters, due diligence, negotiation and execution of definitive agreements, applicable approvals and satisfaction of any closing conditions. Depending on the final terms, the investment could result in dilution to existing stockholders and/or a change of control of the Company. There can be no assurance that definitive agreements will be entered into or that the proposed transaction will be completed on the terms currently contemplated, or at all. Nauticus intends to provide additional information regarding the proposed transaction as appropriate and in accordance with applicable disclosure requirements. About Nauticus Robotics, Inc. Nauticus Robotics, Inc. develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective algorithms for perception and decision- making allowing the robot to adapt to changing environments. The company’s business model includes using robotic systems for service, selling vehicles and components, and licensing of related software to both the commercial and defense business sectors. Nauticus has designed and is currently testing and certifying a new generation of vehicles to reduce operational cost and gather data to maintain and operate a wide variety of subsea infrastructure. Besides a standalone service offering and forward-facing products, Nauticus’ approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading traditional ROV operations and other third-party vehicle platforms. Nauticus’ services provide customers with the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure. https://nauticusrobotics.com/ Cautionary Language Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”), and such statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus’ products; estimated operating results and use of cash; and Nauticus’ use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements.
These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”) for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward- Looking Statements” in documents filed from time to time with the SEC, including Nauticus’ most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q filed with the SEC from time to time. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.