Nauticus Robotics, Inc. Files Form 10-K/A Amendment No. 1 — Key Details for Investors

Overview

Nauticus Robotics, Inc. has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment primarily serves to correct and update the Section 302 and Section 906 certifications (Exhibits 31.1, 31.2, 32.1, and 32.2) from the original filing made on April 15, 2026. No other changes to financial statements or disclosures have been made in this amendment.

Key Points from the Report

• Annual Report Correction: The amendment is solely for filing corrected certifications. No changes were made to the financial statements or other disclosures.
• Fiscal Year End: December 31, 2025.
• Shares Outstanding: As of April 14, 2026, Nauticus Robotics, Inc. had 34,877,145 shares of Common Stock outstanding.
• Trading Information: The company’s common stock is listed on the Nasdaq Stock Market under the trading symbol KITT.
• SEC Filing Status: Nauticus Robotics, Inc. is classified as a Non-Accelerated Filer, a Smaller Reporting Company, and an Emerging Growth Company.
• Regulatory Compliance: The company has filed all required reports and submitted Interactive Data Files as required by the SEC.
• Certifications: Updated certifications by CEO John W. Gibson, Jr. and Interim CFO Jimena Begaries confirm the accuracy and completeness of financial statements and internal controls.
• Documents Incorporated by Reference: Portions of the definitive proxy statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of the Annual Report.

Important Shareholder Information

• No Material Change or Correction: The amendment does not reflect any material changes to financial statements, business operations, or disclosures. It is limited to correcting certification exhibits.
• Price Sensitivity: While the amendment itself is administrative in nature, the confirmation that there are no material errors or corrections to financial statements may provide reassurance to investors regarding the integrity and accuracy of the company’s filings.
• Audit and Internal Controls: The certifications reaffirm management’s responsibility for disclosure controls, internal controls over financial reporting, and the absence of material weaknesses or fraud involving management.
• Emerging Growth Company Status: As an emerging growth company, Nauticus Robotics, Inc. is eligible for certain reduced reporting requirements, which may affect investor transparency but also allow for operational flexibility.
• Insider Trading Policy: The report confirms the adoption of an insider trading policy, which is important for governance and investor protection.

Potential Impact on Share Price

Investor Reassurance: The filing of corrected certifications, with explicit confirmation that no material changes or corrections were made to financial statements, may positively reassure investors about the company’s compliance and transparency. However, since there are no substantive updates to financials or disclosures, no immediate price-sensitive news is present in this amendment.

Additional Details

• Exchange Act Filing Status: The company is not a well-known seasoned issuer and is not a voluntary filer. It has been subject to SEC reporting requirements for the past 90 days.
• No Restatements Required: There were no error corrections to previously issued financial statements requiring recovery analysis of incentive-based compensation.
• Exhibit Listing: The amendment includes a comprehensive list of exhibits, including contracts, subsidiary lists, certifications, and insider trading policy documents.
• Management Signatures: The report is signed by the CEO and Interim CFO, confirming their review and certification of the report contents.
• Proxy Statement: The proxy statement for the 2026 Annual Meeting will be filed and incorporated by reference, except where specifically included.

Conclusion

This Form 10-K/A Amendment No. 1 by Nauticus Robotics, Inc. is primarily administrative, serving to correct certifications attached to the original annual report. There are no new financial disclosures, material changes, or corrections to prior statements. For investors, this filing serves as a confirmation of the company’s compliance and accuracy in reporting, but does not contain price-sensitive information or news that would be expected to materially impact the share price.

Disclaimer

This article is for informational purposes only. It does not constitute financial advice or a recommendation to buy or sell securities. Investors should consult their own advisors and review the official filings with the Securities and Exchange Commission for complete information.

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