Nauticus Robotics Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to ___________Commission file number:001-40611 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware85-1699753 (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 17146 FEATHERCRAFT LANE,SUITE 450,WEBSTER, TEXAS77598 (Address of principal executive offices and Zip Code) (281)942-9069 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesoNox The aggregate market value of the registrant’s Common Stock held by non-affiliates was $17,896,647as of June 30, 2024 (the lastbusiness day of the registrant’s most recently completed second fiscal quarter), based on a total of 3,652,377 shares of Common Stockheld by non-affiliates and a closing price of $4.90 as reported on the Nasdaq Capital Market on June 30, 2024. For purposes of thiscomputation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination shouldnot be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant. As of April14, 2025, there were35,154,439shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCECertain portions of the registrant’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year end pursuant to Regulation 14A in connection with the registrant's 2024 Annual Meetingof Shareholders (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K (this “AnnualReport”) where indicated. Except with respect to information specifically incorporated by reference in this Annual Report, the ProxyStatement shall not be deemed to be filed as part hereof. FREQUENTLY USED TERMS Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report” or “Form 10-K”), or the context otherwiserequires, references to “we,” “us,” “our” “Nauticus” or the “Company” are to Nauticus Robotics, Inc., a Delaware corporation andreferences to: •“Board” are to the board of