Nauticus investor reports major common and preferred stake
RCB Equities 1, LLC filed an initial ownership report showing a significant stake in Nauticus Robotics, Inc. common and preferred stock.
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Form Type
3
Rhea-AI Filing Summary
RCB Equities 1, LLC filed an initial ownership report showing a significant stake in Nauticus Robotics, Inc. common and preferred stock. The entity reports 782,829 shares of common stock held directly.
It also holds 4,800 shares of Series C Convertible Preferred Stock with a stated value of $1,000 per share, for an aggregate stated value of $4,800,000. This Series C preferred was acquired on June 26, 2026 under an Exchange Agreement and is convertible into 631,579 shares of common stock at $7.60 per share, subject to stockholder approval under Nasdaq Listing Rule 5635. The preferred stock has no expiration date and reflects a conversion of $4,000,000 of senior secured term loan debt at a 20% premium.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
RCB EQUITIES 1, LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | SERIES C CONVERTIBLE PREFERRED STOCK | -- | -- | -- |
| holding | COMMON STOCK, $0.0001 PAR VALUE | -- | -- | -- |
Holdings After Transaction:
SERIES C CONVERTIBLE PREFERRED STOCK — 631,579 contracts (Direct);
COMMON STOCK, $0.0001 PAR VALUE — 782,829 shares (Direct)
Footnotes (2)
- F1. Exercisable upon stockholder approval. Reporting person holds 4,800 shares of Series C Convertible Preferred Stock (stated value $1,000 per share; aggregate stated value $4,800,000) acquired on June 26, 2026 pursuant to an Exchange Agreement with Nauticus Robotics, Inc. The Series C Preferred Stock is convertible into shares of Common Stock at $7.60 per share (631,579 shares as-converted). Conversion requires stockholder approval pursuant to Nasdaq Listing Rule 5635. The Series C Preferred Stock was acquired as part of a conversion of $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement dated September 18, 2023, at a 20% premium.
- F2. No expiration date.
Key Figures
Common shares held: 782,829 shares
Series C preferred shares: 4,800 shares
Series C stated value: $1,000 per share
+5 more
8 metrics
Common shares held
782,829 shares
Directly owned common stock reported on Form 3
Series C preferred shares
4,800 shares
Convertible preferred stock held by RCB Equities 1, LLC
Series C stated value
$1,000 per share
Stated value of Series C Convertible Preferred Stock
Aggregate stated value
$4,800,000
Total stated value of 4,800 Series C preferred shares
Conversion price
$7.60 per share
Conversion price of Series C preferred into common stock
Common shares as-converted
631,579 shares
Common stock receivable upon Series C conversion
Debt exchanged
$4,000,000
Outstanding indebtedness converted into Series C preferred
Conversion premium
20%
Premium over $4,000,000 debt in exchange terms
Key Terms
Series C Convertible Preferred Stock, Exchange Agreement, Nasdaq Listing Rule 5635, Senior Secured Term Loan Agreement, +1 more
5 terms
Series C Convertible Preferred Stock financial
"Reporting person holds 4,800 shares of Series C Convertible Preferred Stock (stated value $1,000 per share..."
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
Exchange Agreement financial
"acquired on June 26, 2026 pursuant to an Exchange Agreement with Nauticus Robotics, Inc."
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Nasdaq Listing Rule 5635 regulatory
"Conversion requires stockholder approval pursuant to Nasdaq Listing Rule 5635."
Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.
Senior Secured Term Loan Agreement financial
"part of a conversion of $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement dated September 18, 2023"
A senior secured term loan agreement is a contract where a borrower receives a fixed-schedule loan that is backed by specific assets and ranked ahead of other debts for repayment. For investors, it matters because the loan’s seniority and collateral lower the lender’s risk and can limit a company’s financial flexibility through repayment rules and restrictions, which in turn affects the safety and potential return for equity and junior creditors—think of it like a mortgage on a house versus an unsecured personal loan.
stated value financial
"stated value $1,000 per share; aggregate stated value $4,800,000"
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does RCB Equities 1, LLC report owning in Nauticus Robotics (KITT)?
RCB Equities 1, LLC reports direct ownership of 782,829 Nauticus Robotics common shares. It also holds Series C Convertible Preferred Stock that can convert into additional common shares upon stockholder approval, indicating a sizeable potential equity position in the company.
What is the value and structure of the Series C preferred Nauticus Robotics (KITT) issued?
RCB Equities 1, LLC holds 4,800 Series C preferred shares with a stated value of $1,000 each, totaling $4,800,000. These were issued under an Exchange Agreement and are convertible into common stock at a fixed price of $7.60 per share.
How was the Series C Convertible Preferred Stock in Nauticus Robotics created for RCB Equities 1, LLC?
The Series C Convertible Preferred Stock was acquired through an Exchange Agreement, converting $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement, at a 20% premium. This converted debt into an equity-linked instrument rather than cash repayment.
Does the Nauticus Robotics Series C preferred held by RCB Equities 1, LLC have an expiration date?
The filing states that the Series C Convertible Preferred Stock has no expiration date. However, its conversion into Nauticus common shares still requires prior stockholder approval in line with Nasdaq Listing Rule 5635 before any conversion can occur.
Why does stockholder approval matter for the Nauticus Robotics (KITT) Series C preferred conversion?
Conversion of the Series C Convertible Preferred Stock into common shares requires stockholder approval under Nasdaq Listing Rule 5635. This condition means the preferred cannot convert into common stock until shareholders approve the transaction structure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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