[SCHEDULE 13D/A] Nauticus Robotics, Inc. Common stock SEC Filing
William Xavier Kerber III reports beneficial ownership of 1,852,696 shares of Nauticus Robotics common stock, representing 4.4% of the issuer's outstanding shares based on the issuer's recent 10-Q showing 42,267,643 shares outstanding. Mr. Kerber states he has sole voting and dispositive power over these shares and that all shares were acquired with his personal funds without loans.
The filing notes Mr. Kerber ceased to be a beneficial owner of five percent or more as reported in the issuer's recent 10-Q. He reports no transactions in the past 60 days and no contracts, arrangements or understandings with respect to the issuer's securities.
- Clear disclosure of beneficial ownership: 1,852,696 shares representing 4.4% of outstanding common stock
- Sole voting and dispositive power over the reported shares
- Acquired with personal funds and no loans were used
- Ownership fell below 5%, as stated in the issuer's recent 10-Q, reducing potential status as a >5% beneficial owner
- No transactions in the past 60 days reported, indicating no recent accumulation or disposition activity
Insights
TL;DR: Disclosure shows a 4.4% stake with sole control, no financing, and no recent trading activity — largely routine, limited market impact.
This Schedule 13D/A confirms Mr. Kerber's beneficial ownership of 1,852,696 shares (4.4%) and sole voting and dispositive power, using personal funds. The filing clarifies he is no longer above the 5% threshold reported in the issuer's recent 10-Q, which reduces certain regulatory and market signaling implications that accompany larger stakes. The absence of loans and the statement of no transactions in the past 60 days suggest no recent accumulation or disposition activity to shift the ownership materially.
TL;DR: Governance disclosure is complete and transparent; falling below 5% lowers potential influence and reduces regulatory scrutiny.
The amendment provides clear ownership and control metrics: 1,852,696 shares and sole voting/dispositive authority. Reporting that he ceased to be a >5% beneficial owner as shown in the issuer's 10-Q is material to governance because crossing the 5% threshold can change reporting obligations and market perception of activist potential. No contracts or arrangements are disclosed, indicating no formal governance or strategic agreements tied to this stake.