[8-K] Nauticus Robotics, Inc. Reports Material Event

Rhea-AI Filing Summary

Nauticus Robotics (KITT) filed an administrative update, submitting the Norton Rose Fulbright US LLP legal opinion as Exhibit 5.1 tied to its previously disclosed at‑the‑market offering. The filing also includes a related consent (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). This update documents legal support for the existing ATM program and does not introduce new financing terms.

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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): November 14, 2025

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The 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. ☐

Item 8.01 Other Events.

A copy of the opinion of Norton Rose Fulbright US LLP relating to the at-the-market offering previously reported in the Current Report on Form 8-K filed on May 20, 2024 is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

5.1

Opinion of Norton Rose Fulbright US LLP

23.1

Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1 above)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 14, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

What did Nauticus Robotics (KITT) report in this 8-K?

The company filed the Norton Rose Fulbright US LLP legal opinion as Exhibit 5.1 related to its previously disclosed at-the-market offering.

Which exhibits were included in the filing for KITT?

Exhibit 5.1 (legal opinion), Exhibit 23.1 (consent, included in Exhibit 5.1), and Exhibit 104 (cover page iXBRL).

Does this 8-K change the terms of KITT’s at-the-market offering?

No. It furnishes the legal opinion supporting the previously disclosed ATM and does not add new terms.

Who provided the legal opinion for Nauticus Robotics?

Norton Rose Fulbright US LLP provided the opinion included as Exhibit 5.1.

What securities of KITT are listed and where?

Common Stock (KITT) and Warrants (KITTW) are listed on The Nasdaq Stock Market LLC.

Why is a legal opinion filed for an ATM program?

Legal opinions confirm the validity of the securities for sales under the program and are standard for registered offerings.