Nauticus Robotics (KITT) equity facility holder discloses 9.9% capped stake

Rhea-AI Filing Summary

SZOP Opportunities I LLC and SZOP Opportunities Management LLC report potential beneficial ownership of Nauticus Robotics, Inc. common stock through an Equity Purchase Facility Agreement. The filing reports approximately 759,175 shares that may be issued to SZOP Opportunities at Nauticus’s sole discretion, subject to contractual conditions.

The reporting persons state a 9.9% beneficial ownership, reflecting an Ownership Limitation that prevents them and their affiliates from holding more than 9.99% of Nauticus’s outstanding shares. This percentage is based on 6,840,174 shares outstanding as of June 16, 2026, plus additional shares they may acquire under Rule 13d-3(d)(1)(i). Voting and dispositive power over these shares is shared between the two SZOP entities, and each disclaims beneficial ownership beyond its pecuniary interest.

Key Figures

Potential shares under facility: 759,175 shares Reported percent of class: 9.9% Ownership Limitation threshold: 9.99% +3 more

6 metrics

Potential shares under facility 759,175 shares Approximate number of Nauticus common shares that may be issued and sold to SZOP Opportunities

Reported percent of class 9.9% Beneficial ownership percentage for each SZOP reporting person, subject to Ownership Limitation

Ownership Limitation threshold 9.99% Maximum beneficial ownership allowed for SZOP and its affiliates under the Purchase Agreement

Shares outstanding baseline 6,840,174 shares Nauticus common shares outstanding as of June 16, 2026, referenced for percent-of-class

Shared voting power 759,175 shares Shares over which each SZOP entity reports shared power to vote or direct the vote

Shared dispositive power 759,175 shares Shares over which each SZOP entity reports shared power to dispose or direct disposition

Key Terms

Equity Purchase Facility Agreement, Ownership Limitation, beneficial ownership, dispositive power

4 terms

Equity Purchase Facility Agreement financial

"pursuant to that certain Equity Purchase Facility Agreement (the "Purchase Agreement")"

Ownership Limitation financial

"would result in the beneficial ownership ... to exceed 9.99% of the Shares outstanding (the "Ownership Limitation")"

beneficial ownership financial

"may be deemed to beneficially own the Shares pursuant to the Purchase Agreement"

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.

dispositive power financial

"shared voting and dispositive power with respect to the Shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 10:53 AM Accepted by SEC EDGAR 08/07/2026 - 10:52 AM Learn about SEC filing dates

FAQ

What ownership in Nauticus Robotics (KITT) is reported by SZOP Opportunities?

SZOP Opportunities I LLC and its manager report potential beneficial ownership of 759,175 Nauticus shares, representing 9.9% of the common stock calculated under the Equity Purchase Facility Agreement and Rule 13d-3(d)(1)(i).

How is the 9.9% ownership stake in Nauticus Robotics (KITT) calculated?

The 9.9% figure is based on 6,840,174 shares outstanding as of June 16, 2026, plus additional shares SZOP may acquire under the Purchase Agreement, while respecting the 9.99% Ownership Limitation.

What is the Equity Purchase Facility Agreement mentioned for Nauticus Robotics (KITT)?

The Equity Purchase Facility Agreement allows Nauticus, at its sole discretion, to require SZOP Opportunities to purchase Nauticus shares, subject to conditions and a 9.99% Ownership Limitation on SZOP’s and its affiliates’ beneficial holdings.

Do SZOP entities have sole or shared voting power in Nauticus Robotics (KITT)?

Both SZOP entities report 0 shares with sole voting power and 759,175 shares with shared voting power, mirroring their shared dispositive power over the same number of Nauticus common shares under the Purchase Agreement.

What ownership limitations apply to SZOP and its affiliates in Nauticus Robotics (KITT)?

The Purchase Agreement includes an Ownership Limitation that prohibits SZOP and its affiliates from acquiring Nauticus shares if doing so would cause them to beneficially own more than 9.99% of outstanding shares.

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

(Title of Class of Securities)

63911H405

(CUSIP Number)

07/31/2026

(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

SZOP Opportunities I 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 759,175.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 759,175.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

759,175.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

SCHEDULE 13G

CUSIP Number(s): 63911H405

1

Names of Reporting Persons

SZOP Opportunities Management 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 759,175.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 759,175.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

759,175.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a).

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: SZOP Opportunities I LLC* SZOP Opportunities Management LLC*
(b)	Address or principal business office or, if none, residence: 1 Pennsylvania Plaza, Suite 4810 New York, New York 10119
(c)	Citizenship: SZOP Opportunities I LLC - Delaware SZOP Opportunities Management LLC - Delaware
(d)	Title of class of securities: Common Stock
(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: SZOP Opportunities I LLC - 759,175* SZOP Opportunities Management LLC - 759,175* *The shares of common stock (the "Shares") of Nauticus Robotics, Inc. (the "Issuer") reported herein represents the approximate number of Shares that may be issued and sold to SZOP Opportunities I LLC ("SZOP Opportunities") pursuant to that certain Equity Purchase Facility Agreement (the "Purchase Agreement") between SZOP Opportunities and the Issuer, dated as of October 26, 2025. SZOP Opportunities is wholly owned by SZOP Opportunities Management LLC (the "Manager," and collectively with SZOP Opportunities, the "Reporting Persons"). The Manager is managed by a board of managers comprised of three persons which requires that voting and disposition decisions with respect to the Shares be approved by a majority of the managers. By virtue of their relationship, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares that SZOP Opportunities may be required to purchase pursuant to the Purchase Agreement. Under the Purchase Agreement, at the Issuer's sole discretion, SZOP Opportunities may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Purchase Agreement prohibits SZOP Opportunities from purchasing any Shares, which, when aggregated with all other Shares then beneficially owned by SZOP Opportunities and its affiliates, would result in the beneficial ownership by SZOP Opportunities and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation"). For the sake of clarity, affiliates of the Reporting Persons are also subject to contractual limitations that prohibit them from acquiring beneficial ownership of any Shares to the extent that such affiliate, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding. As such, the percent of class reported herein is giving effect to the Ownership Limitation and is based upon 6,840,174 Shares outstanding as of June 16, 2026, as reported in the Issuer's Form S-1/A filed on June 22, 2026, plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act. The Reporting Persons are electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)	Percent of class: SZOP Opportunities I LLC - 9.9% SZOP Opportunities Management LLC - 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: SZOP Opportunities I LLC - 0 SZOP Opportunities Management LLC - 0
	(ii) Shared power to vote or to direct the vote: SZOP Opportunities I LLC - 759,175* SZOP Opportunities Management LLC - 759,175*
	(iii) Sole power to dispose or to direct the disposition of: SZOP Opportunities I LLC - 0 SZOP Opportunities Management LLC - 0
	(iv) Shared power to dispose or to direct the disposition of: SZOP Opportunities I LLC - 759,175* SZOP Opportunities Management LLC - 759,175*
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.
	Not Applicable
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.

SZOP Opportunities I LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member of its Manager
Date:	08/07/2026

SZOP Opportunities Management LLC

Signature:	/s/ Kerry Propper
Name/Title:	Kerry Propper, a Managing Member
Date:	08/07/2026

Exhibit Information

Exhibit I - JOINT FILING STATEMENT