Nauticus Robotics, Inc. has a new large shareholder group reported by RCB Equities #1, LLC and its manager, Brian Isaac Dror. They collectively report beneficial ownership of 782,829 shares of common stock, representing approximately 11.4% of the company’s common stock.
The ownership percentage is based on 6,880,706 shares outstanding as of June 26, 2026, referenced in an Exchange Agreement between RCB Equities #1, LLC and Nauticus Robotics, Inc. RCB Equities #1, LLC also holds 4,800 shares of Series C Convertible Preferred Stock, convertible into about 631,579 common shares at $7.60 per share, but this conversion is subject to stockholder approval and not exercisable within 60 days, so these potential shares are excluded from the reported beneficial ownership under Rule 13d-3(d)(1).
RCB Equities #1, LLC has sole voting and dispositive power over the 782,829 common shares, while Brian Isaac Dror is deemed to share voting and dispositive power indirectly through his role as Manager of RCB Equities #1, LLC.
Positive
None.
Negative
None.
Key Figures
Beneficially owned common shares:782,829 sharesOwnership percentage:11.4%Shares outstanding:6,880,706 shares+3 more
6 metrics
Beneficially owned common shares782,829 sharesCommon stock beneficially owned by RCB Equities #1, LLC and Brian Isaac Dror
Ownership percentage11.4%Percent of Nauticus Robotics common stock class reported as beneficially owned
Shares outstanding6,880,706 sharesCommon stock outstanding as of June 26, 2026 per Exchange Agreement
Series C preferred shares4,800 sharesSeries C Convertible Preferred Stock held by RCB Equities #1, LLC
Underlying common from Series C631,579 sharesApproximate common shares issuable upon conversion of Series C preferred, subject to approval
Conversion price$7.60 per shareConversion rate for Series C Convertible Preferred Stock into common stock
Key Terms
beneficial ownership, Series C Convertible Preferred Stock, Rule 13d-3(d)(1), Exchange Agreement, +1 more
5 terms
beneficial ownershipfinancial
"Because such conversion is subject to stockholder approval and is not exercisable within 60 days as of the date of this filing, these shares are not included in the aggregate beneficial ownership count"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Series C Convertible Preferred Stockfinancial
"RCB Equities #1, LLC holds 4,800 shares of Series C Convertible Preferred Stock, convertible into approximately 631,579 shares"
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.
Rule 13d-3(d)(1)regulatory
"therefore excluded pursuant to Rule 13d-3(d)(1)"
Exchange Agreementregulatory
"based on 6,880,706 shares of Common Stock outstanding as of June 26, 2026 (per the Exchange Agreement between RCB Equities #1, LLC and 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.
shared voting powerfinancial
"Shared power to vote or to direct the vote: RCB Equities #1, LLC - 0 shares; Brian Dror - 782,829 shares"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
How many Nauticus Robotics (KITT) shares does RCB Equities #1, LLC beneficially own?
RCB Equities #1, LLC reports beneficial ownership of 782,829 shares of Nauticus Robotics common stock. This stake gives the reporting persons a significant position and forms the basis of their Schedule 13G filing.
What percentage of Nauticus Robotics (KITT) is owned by RCB Equities #1, LLC and Brian Isaac Dror?
They report beneficial ownership of approximately 11.4% of Nauticus Robotics common stock. This percentage is based on 6,880,706 shares outstanding as of June 26, 2026, per an Exchange Agreement.
What preferred stock related to Nauticus Robotics (KITT) does RCB Equities #1, LLC hold?
RCB Equities #1, LLC holds 4,800 shares of Series C Convertible Preferred Stock, convertible into about 631,579 common shares at $7.60 per share, subject to stockholder approval and a 60-day exercisability condition.
Why are the Series C preferred conversions excluded from RCB Equities #1, LLC’s Nauticus (KITT) beneficial ownership?
The potential 631,579 common shares from Series C Convertible Preferred Stock are subject to stockholder approval and not exercisable within 60 days, so they are excluded under Rule 13d-3(d)(1) from current beneficial ownership.
How are voting and dispositive powers over Nauticus Robotics (KITT) shares divided between RCB Equities #1, LLC and Brian Isaac Dror?
RCB Equities #1, LLC has sole voting and dispositive power over 782,829 shares. Brian Isaac Dror has shared voting and dispositive power indirectly through his role as Manager of RCB Equities #1, LLC.
What is the relationship between Brian Isaac Dror and RCB Equities #1, LLC in the Nauticus (KITT) 13G filing?
The Schedule 13G is filed jointly by RCB Equities #1, LLC and Brian Isaac Dror. Dror is the Manager of RCB Equities #1, LLC and may be deemed to indirectly beneficially own all securities held by the LLC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nauticus Robotics, Inc.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
63911H405
(CUSIP Number)
06/01/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
63911H405
1
Names of Reporting Persons
RCB EQUITIES 1, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
782,829.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
782,829.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
782,829.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: IRS/EIN: 27-3184635. Citizenship: California (Limited Liability Company). Aggregate amount excludes 631,579 shares of Common Stock underlying 4,800 shares of Series C Convertible Preferred Stock, which are not exercisable within 60 days (subject to stockholder approval) and therefore excluded pursuant to Rule 13d-3(d)(1).
SCHEDULE 13G
CUSIP Number(s):
63911H405
1
Names of Reporting Persons
BRIAN ISAAC DROR
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
782,829.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
782,829.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
782,829.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Indirect beneficial ownership through RCB Equities #1, LLC, of which Brian Dror is the Manager.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nauticus Robotics, Inc.
(b)
Address of issuer's principal executive offices:
17146 FEATHERCRAFT LANE, SUITE 450, WEBSTER, TEXAS, 77598
Item 2.
(a)
Name of person filing:
(1) RCB Equities #1, LLC; (2) Brian Dror. This Schedule 13G is filed jointly by RCB Equities #1, LLC and Brian Dror.
(b)
Address or principal business office or, if none, residence:
5862 W. 3rd Street, Los Angeles, CA 90036 (for both reporting persons)
(c)
Citizenship:
RCB Equities #1, LLC - California (Limited Liability Company); Brian Dror - United States (Individual)
(d)
Title of class of securities:
COMMON STOCK, $0.0001 PAR VALUE
(e)
CUSIP Number(s):
63911H405
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
782,829 shares of Common Stock. In addition, RCB Equities #1, LLC holds 4,800 shares of Series C Convertible Preferred Stock (acquired June 26, 2026), convertible into approximately 631,579 shares of Common Stock at $7.60 per share, subject to stockholder approval. Because such conversion is subject to stockholder approval and is not exercisable within 60 days as of the date of this filing, these shares are not included in the aggregate beneficial ownership count pursuant to Rule 13d-3(d)(1).
(b)
Percent of class:
Approximately 11.4%, based on 6,880,706 shares of Common Stock outstanding as of June 26, 2026 (per the Exchange Agreement between RCB Equities #1, LLC and Nauticus Robotics, Inc. dated June 26, 2026).
(iv) Shared power to dispose or to direct the disposition of:
RCB Equities #1, LLC - 0 shares; Brian Dror - 782,829 shares (indirect, through RCB Equities #1, LLC)
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Schedule 13G is filed jointly by RCB Equities #1, LLC and Brian Dror. Brian Dror is the Manager of RCB Equities #1, LLC and may be deemed to indirectly beneficially own all securities directly held by RCB Equities #1, LLC.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
