Nauticus Robotics Inc美股招股说明书(2025-10-31版)

Up to $92,000,000Common Stock NAUTICUS ROBOTICS, INC. This prospectus supplement is being filed to update, amend, and supplement certain information in the prospectus dated May 29, 2025as supplemented by the prospectus supplements dated June 30, 2025, July 18, 2025, August 29, 2025, September 15, 2025 and October 24,2025. As reported in a current report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2025, andincorporated by reference into this prospectus supplement and the accompanying prospectus, Nauticus Robotics, Inc. (“we” or the“Company”) effected a 1-for-9 reverse stock split of the outstanding shares of the Company's common stock, $0.0001 par value per share(the “common stock”), effective September 5, 2025 (the “Reverse Split”). Unless otherwise indicated herein, all historical share amountsand share price information presented in this prospectus supplement have been proportionally adjusted to reflect the impact of the ReverseSplit. We previously entered into an At The Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC, orWainwright, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price ofup to $92,000,000 from time to time through or to Wainwright, acting as agent or principal. From June 30, 2025 through the date hereof,the Company issued and sold 1,895,204shares on a post-Reverse Split basis (including 1,663,925 shares issued after the Reverse Split, and2,081,513 shares issued prior to the Reverse Split, which are equivalent to 231,279 shares on a post-Reverse Split basis) pursuant to this at-the-market offering for gross proceeds of approximately $7.02 million and net proceeds of approximately $6.74 million, after deductingcommissions and offering expenses. You should read this prospectus supplement as well as the prospectus dated May 29, 2025, theprospectus supplements dated June 30, 2025, July 18, 2025, August 29, 2025, September 15, 2025 and October 24, 2025, respectively, aswell as the documents incorporated or deemed to be incorporated by reference herein or therein, before you invest. Our common stock is traded on the Nasdaq Capital Market under the symbol “KITT.” On October29, 2025, the last reported saleprice of our common stock was$1.735per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directlyon or through the Nasdaq Capital Market, the existing trading market for our common stock, sales made to or through a market makerother than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at thetime of sale or at prices related to such prevailing market prices, and/or in any other method permitted by applicable law. Wainwright is notrequired to sell any specific number or dollar amount of securities but will act as a sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement forfunds to be received in any escrow, trust, or similar arrangement The compensation to Wainwright for sales of common stock sold pursuant to the Sales Agreement will be at a fixed commission rateof 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the commonstock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofWainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto Wainwright with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, asamended, or the ExchangeAct. As of October 31, 2025, the aggregate market value of the outstanding shares of our common stock held by non-affiliates wasapproximately $79,324,209, calculated in accordance with General Instruction I.B.6 of Form S-3 and was based on 13,597,456 sharesoutstanding held by non-affiliates, and a price per share of $5.85 which was the closing price of our common stock on the Nasdaq CapitalMarket on September 2, 2025. Therefore, the one third limitation on sales specified in General Instruction I.B.6 will no longer apply toadditional sales made pursuant to this registration statement, which this prospectus supplement forms part of, on or subsequent to suchdate. The Company shall be eligible to use this prospectus supplement and the accompanying base prospectus pursuant to GeneralInstruction I.B.1. We are an emergin