Core Insights - Nauticus Robotics has demonstrated significant revenue growth and strategic repositioning in the first half of 2025, maintaining momentum from the previous year [2][3] - The company completed a strategic acquisition of SeaTrepid, which has positively impacted revenue and operational capabilities [3][4] - Nauticus is experiencing increased customer demand, particularly in the oil & gas and environmental sectors, with positive market responses to its expanded service offerings [5][6] Financial Performance - Nauticus reported second quarter revenue of $2.1 million, a substantial increase from $0.5 million in the same period last year and $0.2 million in the previous quarter [7] - Operating expenses for the second quarter totaled $8.4 million, reflecting a $1.9 million increase year-over-year and a $2.4 million increase from Q1 2025 [7] - The adjusted net loss for the second quarter was $7.4 million, compared to an adjusted net loss of $6.5 million in Q2 2024 and $6.6 million in Q1 2025 [8][9] Balance Sheet and Liquidity - As of June 30, 2025, Nauticus had cash and cash equivalents of $2.7 million, down from $10.1 million as of March 31, 2025 [10] - Total assets increased to $41.9 million from $22.7 million at the end of 2024, driven by the acquisition and operational growth [16] - Total liabilities rose to $47.6 million, up from $43.1 million at the end of 2024, indicating increased financial obligations [16] Operational Developments - The company has fully utilized assets from the SeaTrepid fleet, with expectations for continued utilization through the third quarter [3] - Nauticus is in discussions for a multi-quarter contract that could enhance asset utilization during the Gulf Coast off-season [6] - The operational readiness of the Aquanaut® Vehicle 2 has been achieved, positioning it for work alongside other ROVs in the Gulf Coast [14]

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section provides a cautionary note regarding statements that involve risks and uncertainties about future events and financial performance [Part I — Financial Information](index=5&type=section&id=Part%20I%20%E2%80%94%20Financial%20Information) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents Nauticus Robotics, Inc.'s unaudited condensed consolidated financial statements for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, changes in stockholders' equity (deficit), and cash flows. It also includes detailed notes explaining the company's business, significant accounting policies, revenue recognition, debt, equity, and recent business combination [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and stockholders' equity (deficit) at specific points in time | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :------------------ | | **Assets** | | | | Total Current Assets | $7,966,766 | $4,320,782 | | Property and equipment, net | $22,238,369 | $17,115,246 | | Goodwill | $10,652,389 | $- | | **Total Assets** | **$41,881,281** | **$22,685,087** | | **Liabilities** | | | | Total Current Liabilities | $18,310,374 | $12,301,000 | | Total Liabilities | **$47,556,621** | **$43,082,500** | | **Stockholders' Deficit** | | | | Total Stockholders' Equity (Deficit) | **$(5,675,340)** | **$(20,397,413)** | - Total assets increased significantly from **$22.68 million** at December 31, 2024, to **$41.88 million** at June 30, 2025, primarily due to the acquisition of SeaTrepid International LLC, which introduced **$10.65 million** in goodwill and increased property and equipment[15](index=15&type=chunk)[16](index=16&type=chunk)[150](index=150&type=chunk) - The company's stockholders' deficit improved from **$(20.40) million** at December 31, 2024, to **$(5.68) million** at June 30, 2025, indicating a reduction in the negative equity position[16](index=16&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net income or loss over specific reporting periods | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $2,075,566 | $501,708 | $2,240,822 | $966,062 | | Total costs and expenses | $8,446,793 | $6,514,268 | $14,475,812 | $12,527,952 | | Operating loss | $(6,371,227) | $(6,012,560) | $(12,234,990) | $(11,561,890) | | Total other (income) expense, net | $1,082,949 | $(10,553,535) | $2,786,373 | $56,736,071 | | Net Income (loss) | $(7,454,176) | $4,540,975 | $(15,021,363) | $(68,297,961) | | Basic income (loss) per share | $(0.26) | $2.33 | $(0.53) | $(40.97) | | Diluted loss per share | $(0.26) | $(1.12) | $(0.53) | $(40.97) | - Revenue for the three months ended June 30, 2025, increased by **314%** to **$2,075,566** compared to **$501,708** in the same period of 2024, primarily driven by the SeaTrepid acquisition[18](index=18&type=chunk)[248](index=248&type=chunk) - The company reported a net loss of **$(7,454,176)** for the three months ended June 30, 2025, a significant decrease from the net income of **$4,540,975** in the prior year, largely influenced by changes in fair value of warrant liabilities and convertible debentures[18](index=18&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Condensed Consolidated Statements of Changes of Stockholders' Equity (Deficit)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20of%20Stockholders'%20Equity%20(Deficit)) This section outlines the changes in the company's equity or deficit over specific reporting periods, reflecting transactions with owners and net income/loss - Total Stockholders' Equity (Deficit) improved from **$(20,397,413)** at December 31, 2024, to **$(5,675,340)** at June 30, 2025[10](index=10&type=chunk) - Additional paid-in capital increased by approximately **$29.7 million** during the six months ended June 30, 2025, primarily due to ATM share offerings and conversion of notes payable to Common Stock[10](index=10&type=chunk)[167](index=167&type=chunk)[170](index=170&type=chunk) - The accumulated deficit increased by approximately **$15 million** during the six months ended June 30, 2025, reflecting the net loss for the period[10](index=10&type=chunk)[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the cash inflows and outflows from operating, investing, and financing activities for specific periods | Cash Flow Activity | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(14,006,452) | $(15,051,198) | | Net cash (used in) provided by investing activities | $(3,919,731) | $74,580 | | Net cash provided by financing activities | $19,403,540 | $22,346,163 | | Net change in cash and cash equivalents | $1,477,357 | $7,369,545 | | Cash and cash equivalents, end of period | $2,663,404 | $8,122,943 | - Net cash used in operating activities decreased to **$(14.01) million** for the six months ended June 30, 2025, from **$(15.05) million** in the prior year, indicating a slight improvement in operational cash burn[22](index=22&type=chunk) - Investing activities shifted from providing **$74,580** in cash in 2024 to using **$(3.92) million** in 2025, primarily due to the acquisition of SeaTrepid and capital expenditures[22](index=22&type=chunk)[262](index=262&type=chunk) - Cash provided by financing activities decreased to **$19.40 million** in 2025 from **$22.35 million** in 2024, mainly from ATM share offerings[22](index=22&type=chunk)[261](index=261&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [1. Description of the Business](index=14&type=section&id=1.%20Description%20of%20the%20Business) This note describes Nauticus Robotics, Inc.'s core business, products, strategic acquisitions, and financial viability - Nauticus Robotics, Inc. develops ocean robots, cloud software, and services for the ocean industry, focusing on offshore energy and national security[26](index=26&type=chunk) - Key products include autonomous underwater vehicles (AUVs) like Aquanaut®, remotely operated vehicles (ROVs), robotic manipulators (Olympic Arm™), and the open robotic operating system Nauticus ToolKITT™[26](index=26&type=chunk)[27](index=27&type=chunk) - The strategic acquisition of SeaTrepid International LLC on March 20, 2025, aims to integrate Nauticus' AI-driven autonomy software into SeaTrepid's ROV fleet, enhancing operational performance and unlocking new service opportunities[28](index=28&type=chunk) - The company currently does not generate sufficient revenue to cover operating expenses and requires additional liquidity, which a current investor has committed to provide, supporting its going concern for at least one year[29](index=29&type=chunk) [2. Summary of Significant Accounting Policies](index=14&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles, estimates, and assumptions used in preparing the financial statements - The financial statements are unaudited and prepared in accordance with SEC rules and GAAP, with interim results not necessarily indicative of full-year performance[30](index=30&type=chunk) - Significant estimates and assumptions are made for future costs on customer contracts, deferred income tax assets, stock-based compensation, and fair value of conversion options, warrants, earnouts, and the SeaTrepid acquisition[32](index=32&type=chunk)[34](index=34&type=chunk) - The functional currency for the foreign subsidiary changed from Brazilian Real to U.S. dollars effective January 1, 2025, due to changes in operational and economic circumstances[56](index=56&type=chunk) - Common stock warrants are classified as liabilities and revalued at each reporting date, with changes in fair value reported in the condensed consolidated statements of operations[58](index=58&type=chunk)[59](index=59&type=chunk) - The company elected the fair value option for New Convertible Debentures and November 2024 Debentures to provide greater transparency, with changes in fair value recognized in earnings[63](index=63&type=chunk)[64](index=64&type=chunk) [3. Revenue](index=19&type=section&id=3.%20Revenue) This note provides a breakdown of revenue by type and details related accounts receivable and unfulfilled performance obligations | Revenue Type | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost plus fixed fee | $2,075,566 | $- | $2,240,822 | $214,414 | | Firm fixed-price | $- | $501,708 | $- | $751,648 | | **Total Revenue** | **$2,075,566** | **$501,708** | **$2,240,822** | **$966,062** | - Total revenue for the three months ended June 30, 2025, increased by **314%** to **$2,075,566**, primarily from cost plus fixed fee services, compared to **$501,708** from firm fixed-price contracts in the prior year[77](index=77&type=chunk)[248](index=248&type=chunk) - Accounts receivable, net, significantly increased to **$2,283,131** as of June 30, 2025, from **$238,531** at December 31, 2024[78](index=78&type=chunk) - The company expects to recognize approximately **$180,000** of revenue in future periods from unfulfilled performance obligations as of June 30, 2025[82](index=82&type=chunk) [4. Prepaid Expenses and Other Current Assets](index=20&type=section&id=4.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note details the composition of prepaid expenses and other current assets | Category | June 30, 2025 | December 31, 2024 | | :---------------------- | :-------------- | :------------------ | | Prepaid material purchases | $395,554 | $394,950 | | Prepaid insurance | $798,317 | $817,717 | | Other prepayments | $252,505 | $176,767 | | **Total prepaid expenses** | **$1,446,376** | **$1,389,434** | | Other current assets | $607,491 | $573,275 | | **Total other current assets** | **$607,491** | **$573,275** | - Total prepaid expenses increased slightly to **$1,446,376** at June 30, 2025, from **$1,389,434** at December 31, 2024[84](index=84&type=chunk) [5. Property and Equipment](index=20&type=section&id=5.%20Property%20and%20Equipment) This note provides a breakdown of property and equipment, net of accumulated depreciation | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :------------------ | | Land | $444,435 | $- | | Leasehold improvements | $1,804,884 | $833,920 | | Property & equipment | $11,863,554 | $7,528,597 | | Technology hardware equipment | $1,969,841 | $1,966,841 | | Total | $16,082,714 | $10,329,358 | | Less accumulated depreciation | $(5,011,362) | $(3,958,780) | | Construction in progress | $11,167,017 | $10,744,668 | | **Total property and equipment, net** | **$22,238,369** | **$17,115,246** | - Net property and equipment increased by approximately **$5.1 million** to **$22,238,369** at June 30, 2025, primarily due to the acquisition of SeaTrepid, which added land, buildings, and machinery and equipment[85](index=85&type=chunk)[144](index=144&type=chunk)[250](index=250&type=chunk) [6. Accrued Liabilities](index=21&type=section&id=6.%20Accrued%20Liabilities) This note details the various accrued liabilities of the company | Category | June 30, 2025 | December 31, 2024 | | :---------------------- | :-------------- | :------------------ | | Accrued compensation | $450,847 | $956,399 | | Accrued severance | $336,538 | $1,031,731 | | Accrued professional fees | $150,000 | $2,350 | | Accrued insurance | $249,858 | $440,562 | | Accrued sales and property taxes | $400,630 | $428,801 | | Accrued royalties | $475,000 | $400,000 | | Accrued interest | $3,432,419 | $2,302,878 | | Accrued purchase liability | $3,537,963 | $- | | Other accrued expenses | $355,833 | $40,000 | | **Total accrued expenses** | **$9,389,088** | **$5,602,721** | - Total accrued liabilities increased by approximately **$3.79 million** to **$9,389,088** at June 30, 2025, primarily due to a **$3,537,963** accrued purchase liability related to the SeaTrepid acquisition[87](index=87&type=chunk) [7. Notes Payable](index=21&type=section&id=7.%20Notes%20Payable) This note provides details on the company's various notes payable, including fair value adjustments and conversions | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------------------------- | :-------------- | :------------------ | | November 2024 debentures - fair value | $3,119,892 | $2,583,832 | | Convertible senior secured term loan | $25,287,311 | $27,500,383 | | SBA loan | $485,300 | $- | | Ameristate loan | $1,917,863 | $- | | **Total notes payable – long-term** | **$27,677,366** | **$28,935,530** | - Total notes payable (long-term) decreased slightly to **$27,677,366** at June 30, 2025, from **$28,935,530** at December 31, 2024[88](index=88&type=chunk) - The fair value of November 2024 Debentures increased to **$3,119,892** at June 30, 2025, from **$2,583,832** at December 31, 2024, with a reported loss on change in fair value of **$536,060** for the six months ended June 30, 2025[94](index=94&type=chunk) - During the six months ended June 30, 2025, ATW I and ATW II converted **$2,551,855** in principal and **$318,718** in interest from 2024 Term Loan notes into **1,805,392** shares of Common Stock[123](index=123&type=chunk)[214](index=214&type=chunk) - SBA and Ameristate loans, totaling **$485,300** and **$1,917,863** respectively, were assumed with the SeaTrepid acquisition and are classified as current liabilities due to the company's intent to repay them by December 31, 2025[124](index=124&type=chunk)[125](index=125&type=chunk) [8. Leases](index=27&type=section&id=8.%20Leases) This note provides information on the company's lease arrangements, including expenses and right-of-use assets | Lease Cost Category | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Fixed lease expense | $122,318 | $122,798 | $244,636 | $259,443 | | Variable lease expense | $54,081 | $89,910 | $126,275 | $214,271 | | Short-term lease expense | $39,379 | $6,915 | $47,236 | $27,428 | | **Total lease expense** | **$215,778** | **$219,623** | **$418,147** | **$501,142** | - Total lease expense for the six months ended June 30, 2025, decreased to **$418,147** from **$501,142** in the prior year[133](index=133&type=chunk) - Operating lease right-of-use assets, net, decreased to **$900,292** at June 30, 2025, from **$1,094,743** at December 31, 2024[136](index=136&type=chunk) - The weighted average remaining lease term was **2.7 years** as of June 30, 2025, with a weighted average discount rate of **10.3%**[136](index=136&type=chunk) [9. Commitments and Contingencies](index=29&type=section&id=9.%20Commitments%20and%20Contingencies) This note addresses potential future obligations and legal matters that could impact the company's financial position - The company is not currently a party to any material legal proceedings, and no amounts have been accrued in the financial statements for such matters[138](index=138&type=chunk) [10. Business Combination](index=29&type=section&id=10.%20Business%20Combination) This note details the acquisition of SeaTrepid International LLC, including consideration and allocation of the purchase price - On March 20, 2025, Nauticus Robotics acquired SeaTrepid International LLC for a total consideration of **$14.4 million**, expanding its subsea robotic services[139](index=139&type=chunk) | Consideration/Allocation | Amount | | :-------------------------- | :------------- | | Cash consideration | $8,000,000 | | Earnout shares (fair value) | $6,864,729 | | Purchase price adjustment | $(512,037) | | **Total purchase price** | **$14,352,692** | | Goodwill | $10,652,389 | | Property and equipment acquired | $6,169,303 | | Notes payable assumed | $(2,437,743) | - The acquisition included a contingent consideration arrangement of **6,043,896** earnout shares, valued at approximately **$6.9 million**, subject to achieving **$4 million** in business revenue for the year ended December 31, 2025[141](index=141&type=chunk) - SeaTrepid contributed approximately **$2.21 million** in revenue and **$54,800** in net income to the company's consolidated financial statements for the six months ended June 30, 2025[145](index=145&type=chunk) [11. Goodwill](index=31&type=section&id=11.%20Goodwill) This note explains the goodwill recognized from the SeaTrepid acquisition and its tax implications - Goodwill of **$10,652,389** was recognized as a result of the SeaTrepid acquisition on March 20, 2025, representing expected synergies and assembled workforce[150](index=150&type=chunk) - The goodwill is not deductible for tax purposes, and no impairment indicators were identified through the second quarter of 2025[150](index=150&type=chunk)[151](index=151&type=chunk) [12. Income Taxes](index=31&type=section&id=12.%20Income%20Taxes) This note discusses the company's income tax expense and valuation allowance against deferred tax assets - No income tax expense was recognized for the three and six months ended June 30, 2025, or 2024[152](index=152&type=chunk) - The company maintains a full valuation allowance against its net deferred tax assets as of June 30, 2025, and December 31, 2024[152](index=152&type=chunk) [13. Equity](index=31&type=section&id=13.%20Equity) This note provides details on changes in the company's equity, including preferred and common stock, ATM offerings, and stock splits - Outstanding Series A Convertible Preferred Stock decreased from **35,034** shares at December 31, 2024, to **18,296** shares at June 30, 2025, due to conversions into Common Stock[153](index=153&type=chunk)[169](index=169&type=chunk) - Common Stock outstanding significantly increased to **37,404,948** shares at June 30, 2025, from **9,761,895** shares at December 31, 2024[166](index=166&type=chunk) - During the first quarter of 2025, the company issued **7,488,822** shares through ATM offerings, generating net proceeds of **$19,438,121**[167](index=167&type=chunk) - A **1-for-36** reverse stock split was effected on July 22, 2024, to meet NASDAQ bid price requirements, retroactively adjusting all share and per-share data[161](index=161&type=chunk)[165](index=165&type=chunk) - Earnout Shares related to the 2022 Merger, totaling **208,333** post-reverse split, remain in escrow as the stock price targets have not been achieved as of June 30, 2025[173](index=173&type=chunk)[174](index=174&type=chunk) [14. Warrants](index=33&type=section&id=14.%20Warrants) This note details the accounting treatment and fair value measurements of various types of warrants - Public Warrants, Private Warrants, and SPA Warrants are accounted for as liabilities and revalued at each reporting date[179](index=179&type=chunk)[181](index=181&type=chunk)[199](index=199&type=chunk) | Warrant Type | Fair Value as of June 30, 2025 | Fair Value as of December 31, 2024 | | :------------- | :----------------------------- | :--------------------------------- | | Public Warrants | $31,778 | $9,080 | | Private Warrants | $11,682 | $7,884 | | SPA Warrants | $96,322 | $164,949 | | **Total Warrant Liability** | **$139,782** | **$181,913** | - The company reported a loss in fair value of Public Warrants of **$11,465** for the three months ended June 30, 2025, and a gain of **$22,698** for the six months ended June 30, 2025[179](index=179&type=chunk) - The fair value of Private Warrants was estimated using a Black-Scholes model, resulting in a gain of **$1,179** for the three months ended June 30, 2025, and a loss of **$3,798** for the six months ended June 30, 2025[181](index=181&type=chunk) - The fair value of SPA Warrants was estimated using a Black-Scholes model, showing a gain of **$1,499** for the three months ended June 30, 2025, and a gain of **$68,627** for the six months ended June 30, 2025[199](index=199&type=chunk) [15. Stock-Based Compensation](index=36&type=section&id=15.%20Stock-Based%20Compensation) This note provides details on the stock-based compensation expense recognized by the company | Period | Stock-Based Compensation Expense | | :------------------------------- | :------------------------------- | | Three months ended June 30, 2025 | $257,334 | | Six months ended June 30, 2025 | $570,015 | | Three months ended June 30, 2024 | $809,310 | | Six months ended June 30, 2024 | $1,339,965 | - Total stock-based compensation expense decreased for both the three and six months ended June 30, 2025, compared to the prior year, reflecting changes in equity incentive awards[201](index=201&type=chunk) [16. Employee Benefit Plan](index=36&type=section&id=16.%20Employee%20Benefit%20Plan) This note outlines the costs associated with the company's 401(k) employee benefit plan | Period | 401(k) Plan Cost | | :------------------------------- | :----------------- | | Three months ended June 30, 2025 | $61,231 | | Six months ended June 30, 2025 | $95,692 | | Three months ended June 30, 2024 | $48,261 | | Six months ended June 30, 2024 | $103,265 | - The company's cost for the 401(k) plan increased for the three months ended June 30, 2025, but slightly decreased for the six months ended June 30, 2025, compared to the same periods in 2024[202](index=202&type=chunk) [17. Related Party Transactions](index=37&type=section&id=17.%20Related%20Party%20Transactions) This note discloses transactions and relationships with related parties, including significant investors and management - ATW I, ATW II, ATW III, MIF, and SLS are considered related parties due to their significant influence and consent requirements on material transactions[204](index=204&type=chunk) - Related parties hold SPA Warrants, November 2024 Debentures, and are lenders in Convertible Senior Secured Term Loans[204](index=204&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) - During the six months ended June 30, 2025, ATW I and SLS converted Series A Preferred Shares into Common Stock, and ATW I and ATW II converted 2024 Term Loan notes into Common Stock[209](index=209&type=chunk)[214](index=214&type=chunk) | Related Party | Principal Amount Outstanding (June 30, 2025) | | :-------------- | :------------------------------------------- | | ATW I | $1,643,933 | | ATW II | $4,404,211 | | ATW III | $1,155,306 | | MIF | $4,309,674 | - Flexible Consulting, LLC, co-owned by the Interim CFO, provided **$319,726** in services for the six months ended June 30, 2025, with **$45,000** due at period-end[216](index=216&type=chunk) [18. Loss Per Share](index=39&type=section&id=18.%20Loss%20Per%20Share) This note presents the calculation of basic and diluted loss per share, including anti-dilutive securities | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) for basic EPS | $(7,454,176) | $4,540,975 | $(15,021,363) | $(68,297,961) | | Basic weighted average shares outstanding | 29,007,029 | 1,950,563 | 28,231,536 | 1,667,187 | | Diluted weighted average shares outstanding | 29,007,029 | 5,364,395 | 28,231,536 | 1,667,187 | | Basic loss per share | $(0.26) | $2.33 | $(0.53) | $(40.97) | | Diluted loss per share | $(0.26) | $(1.12) | $(0.53) | $(40.97) | - Basic and diluted loss per share for the three months ended June 30, 2025, was **$(0.26)**, compared to basic income per share of **$2.33** and diluted loss per share of **$(1.12)** in the prior year[220](index=220&type=chunk) - Weighted average shares outstanding for basic EPS increased significantly to **29,007,029** for the three months ended June 30, 2025, from **1,950,563** in the prior year, reflecting equity issuances and conversions[220](index=220&type=chunk) - Anti-dilutive securities excluded from shares outstanding as of June 30, 2025, totaled **32,768,470**, including warrants, earnout shares, convertible debt, and Series A Convertible Preferred Stock[220](index=220&type=chunk) [19. Fair Value Measurements](index=40&type=section&id=19.%20Fair%20Value%20Measurements) This note describes the company's fair value measurements for financial and non-financial assets and liabilities, categorized by input levels - The company measures certain financial and non-financial assets and liabilities at fair value, categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[222](index=222&type=chunk)[227](index=227&type=chunk) - November 2024 Debentures, Private Warrants, and SPA Warrants are classified as Level 3 measurements due to the use of significant unobservable inputs in their valuation models (e.g., Monte Carlo simulation, Black-Scholes)[223](index=223&type=chunk)[224](index=224&type=chunk) | Financial Liability | Fair Value (Level 3) as of June 30, 2025 | Fair Value (Level 3) as of December 31, 2024 | | :-------------------------- | :--------------------------------------- | :----------------------------------------- | | November 2024 Debentures | $3,119,892 | $2,583,832 | | Private Warrants | $11,682 | $7,884 | | SPA Warrants | $96,322 | $164,949 | | **Total Level 3 Liabilities** | **$3,227,896** | **$2,756,665** | - Fair value of earnout shares related to the SeaTrepid acquisition was measured at **$6,864,729** using a Monte Carlo simulation model with Level 3 inputs[225](index=225&type=chunk)[229](index=229&type=chunk) [20. Subsequent Events](index=41&type=section&id=20.%20Subsequent%20Events) This note discloses significant events that occurred after the reporting period but before the financial statements were issued - As of the filing date, the company issued and sold **2,008,713** shares through an ATM offering, generating net proceeds of **$1,941,956**[230](index=230&type=chunk)[232](index=232&type=chunk) - On August 8, 2025, the company closed a Securities Purchase Agreement with a related party institutional investor, issuing **3,000** shares of Series B Convertible Preferred Stock for **$2,940,000**[232](index=232&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Nauticus Robotics, Inc.'s financial condition and results of operations for the three and six months ended June 30, 2025, compared to the same periods in 2024. It covers an overview of the business, recent developments, market environment, operational performance, and a detailed analysis of revenue, costs, and liquidity [Overview](index=43&type=section&id=Overview) This section provides a high-level summary of Nauticus Robotics' business, core products, and strategic initiatives - Nauticus Robotics develops ocean robots, cloud software, and intelligent services for offshore energy, environmental monitoring, and defense, with a portfolio including AUVs (AQUANAUT®), ROVs, robotic manipulators (Olympic Arm™), and the Nauticus ToolKITT™ software platform[234](index=234&type=chunk)[235](index=235&type=chunk) - The acquisition of SeaTrepid on March 20, 2025, is intended to expand the operational fleet, enhance service capacity, and enable cross-selling by integrating Nauticus ToolKITT™ into SeaTrepid's ROV operations[236](index=236&type=chunk) [Recent Developments](index=43&type=section&id=Recent%20Developments) This section highlights key operational and strategic achievements and milestones during the reporting period - Successfully launched the 2025 offshore season with multiple ROV deployments, including a long-term drill support contract and environmental operations - AQUANAUT® is now integrated into commercial operations, marking a critical milestone for scaled revenue - Technology received significant visibility at industry conferences, highlighting growing influence in subsea autonomy - SeaTrepid integration is delivering tangible results, expanding customer base and increasing utilization - Announced collaboration with Open Ocean Robotics to pair AQUANAUT® with solar-powered uncrewed surface vessels for cost-efficient, lower-carbon solutions - Signed a multi-year master services agreement with Advanced Ocean Systems (AOS) to test integrated subsea and surface autonomy solutions[240](index=240&type=chunk) [Market Environment and Outlook](index=43&type=section&id=Market%20Environment%20and%20Outlook) This section discusses the current market conditions and future prospects relevant to the company's operations and growth - The offshore energy market remains robust, with high vessel and subsea asset utilization in the Gulf of Mexico[237](index=237&type=chunk) - Adoption of autonomous subsea robotics is accelerating, driven by customer priorities for safety, efficiency, and data quality, creating tailwinds for AQUANAUT® and Nauticus ToolKITT™[238](index=238&type=chunk) - Defense sector engagement is gaining momentum through partnerships, positioning the company for future contracts[239](index=239&type=chunk) - The near-term pipeline is strong, supported by active contracts, prospective projects in multiple basins, and international interest[241](index=241&type=chunk) [Operational Performance and Product Advancement](index=44&type=section&id=Operational%20Performance%20and%20Product%20Advancement) This section reviews the company's operational achievements and progress in product development and commercialization - Service revenue was primarily driven by SeaTrepid's ROV operations, with cross-selling of AQUANAUT®, Olympic Arm™, and Nauticus ToolKITT™ beginning to take hold among SeaTrepid's customers[242](index=242&type=chunk) - AQUANAUT® is integrated into commercial environmental contracts, with hardware refinements expected to improve reliability and performance[243](index=243&type=chunk) - Nauticus ToolKITT™ is nearing full commercial deployment, with external testing underway and discussions with customers to integrate it into their ROV fleets[243](index=243&type=chunk) - Market demand for the compact, fully electric Olympic Arm™ manipulator remains strong as its development matures[244](index=244&type=chunk) [Conclusion](index=44&type=section&id=Conclusion) This section summarizes the key achievements and strategic positioning of the company during the reporting period - The first half of 2025 saw decisive execution, including SeaTrepid integration, fleet expansion, advancement of core products (AQUANAUT®, Nauticus ToolKITT™, Olympic Arm™) towards commercialization, and strategic alliances[245](index=245&type=chunk) - Nauticus is well-positioned for growth with a strong ROV services pipeline, increasing adoption of autonomous solutions, and anticipated scaling of AQUANAUT® revenue in the second half of the year[246](index=246&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance, including revenue, cost of revenue, and operating expenses | Metric | 3M Ended Jun 30, 2025 | 3M Ended Jun 30, 2024 | Change ($) | Change (%) | 6M Ended Jun 30, 2025 | 6M Ended Jun 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :-------------------- | :-------------------- | :--------- | :--------- | :-------------------- | :-------------------- | :--------- | :--------- | | Revenue | $2,075,566 | $501,708 | $1,573,858 | 314% | $2,240,822 | $966,062 | $1,274,760 | 132% | | Cost of revenue | $3,504,043 | $2,875,394 | $628,649 | 22% | $4,743,000 | $4,969,349 | $(226,349) | -5% | | Depreciation | $574,563 | $411,586 | $162,977 | 40% | $1,054,939 | $837,771 | $217,168 | 26% | | R&D | $- | $- | $- | 0% | $- | $63,534 | $(63,534) | -100% | | G&A | $4,368,187 | $3,227,288 | $1,140,899 | 35% | $8,677,873 | $6,657,298 | $2,020,575 | 30% | | Operating loss | $(6,371,227) | $(6,012,560) | $358,667 | 6% | $(12,234,990) | $(11,561,890) | $673,100 | 6% | | Net income (loss) | $(7,454,176) | $4,540,975 | $11,995,151 | -264% | $(15,021,363) | $(68,297,961) | $(53,276,598) | -78% | - Revenue increased significantly by **314%** for the three months and **132%** for the six months ended June 30, 2025, primarily due to the SeaTrepid acquisition[248](index=248&type=chunk) - Research and development costs decreased by **100%** for the six months ended June 30, 2025, as the company achieved technological feasibility and focused on product commercialization[251](index=251&type=chunk) - General and administrative costs increased by **35%** and **30%** for the three and six months, respectively, due to SeaTrepid acquisition-related costs and integration[252](index=252&type=chunk) - Net loss for the six months ended June 30, 2025, improved to **$(15,021,363)** from **$(68,297,961)** in the prior year, largely due to the absence of a large loss on extinguishment of debt seen in 2024[248](index=248&type=chunk)[255](index=255&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet its short-term and long-term financial obligations and its sources of funding - The company does not generate sufficient revenue to cover operating expenses and requires additional liquidity, which a current investor has committed to provide, ensuring sufficient resources for at least one year[259](index=259&type=chunk) - Cash and cash equivalents stood at **$2,663,404** as of June 30, 2025[260](index=260&type=chunk) - Sources of cash: **$19,403,540** net proceeds from ATM share offering - Uses of cash: **$14,006,452** in operating activities (including **$2,067,289** for working capital increase), and **$3,919,731** in investing activities (primarily SeaTrepid acquisition and capital expenditures)[261](index=261&type=chunk)[262](index=262&type=chunk) [Critical Accounting Policies and Estimates](index=47&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the accounting policies that require significant management judgment and are crucial to the financial statements - The company's critical accounting estimates involve significant management judgments and assumptions, which are susceptible to material changes based on evolving facts and circumstances[263](index=263&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that quantitative and qualitative disclosures about market risk are not required for smaller reporting companies - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[264](index=264&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, identifying material weaknesses in internal control over financial reporting, and outlining the remediation plan [Evaluation of disclosure controls and procedures](index=47&type=section&id=Evaluation%20of%20disclosure%20controls%20and%20procedures) This section assesses the effectiveness of the company's controls designed to ensure timely and accurate financial reporting - As of June 30, 2025, the company's disclosure controls and procedures were deemed not effective due to previously disclosed material weaknesses[266](index=266&type=chunk) - Despite the material weakness, management performed additional analyses and procedures to conclude that the unaudited condensed consolidated financial statements fairly present the financial position, results of operations, and cash flows in conformity with GAAP[266](index=266&type=chunk) [Previously identified material weakness](index=47&type=section&id=Previously%20identified%20material%20weakness) This section describes the significant deficiencies in internal control over financial reporting identified in prior periods - In 2021, a material weakness was identified due to a lack of qualified accounting and financial reporting personnel and inadequate procedures for the accounting close process - In 2024, additional material weaknesses were identified related to ineffective design and operation of controls over significant complex transactions (leading to restatements) and failure to remediate user access controls[268](index=268&type=chunk)[270](index=270&type=chunk) [Remediation Plan](index=48&type=section&id=Remediation%20Plan) This section outlines the steps the company is taking to address and correct the identified material weaknesses in internal control - The company is implementing a formal Significant and Complex Transaction review process, involving third-party experts, to ensure proper accounting treatment - User access controls and segregation of duties for critical accounting systems are being designed and implemented, supported by formal policies and IT personnel training, with full implementation expected by the end of 2025[271](index=271&type=chunk) [Changes in internal control over financial reporting](index=48&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) This section reports on any changes in internal control over financial reporting that occurred during the reporting period - During the fiscal quarter ended June 30, 2025, no other material changes in internal control over financial reporting were identified, apart from the ongoing remediation efforts[271](index=271&type=chunk) [Inherent limitation on the effectiveness of internal control](index=48&type=section&id=Inherent%20limitation%20on%20the%20effectiveness%20of%20internal%20control) This section acknowledges that even effective internal control systems have inherent limitations that can prevent them from detecting all misstatements - The effectiveness of any internal control system is subject to inherent limitations, including judgment in design and operation, resource constraints, and the inability to eliminate misconduct completely[272](index=272&type=chunk) [Part II — Other Information](index=49&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the company is not currently involved in any material legal proceedings - The company is not a party to any material legal proceedings in the normal course of business, and no amounts have been accrued in the financial statements for such matters[275](index=275&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section confirms that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes occurred in the 'Risk Factors' during the three months ended June 30, 2025, as set forth in the Annual Report on Form 10-K for the year ended December 31, 2024[276](index=276&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on unregistered sales of equity securities during the second quarter of 2025 - In the second quarter of 2025, the company issued **1,781,983** shares to ATW and **363,167** shares to SLS upon their conversions of Series A Preference Stock[277](index=277&type=chunk) [Item 3. Defaults upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - There were no defaults upon senior securities during the reporting period[278](index=278&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to Nauticus Robotics, Inc[279](index=279&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) This section provides information on trading plans of directors and Section 16 officers - No director or Section 16 officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended June 30, 2025[280](index=280&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including certificates of incorporation, bylaws, certifications, and XBRL documents - The exhibits include the Second Amended and Restated Certificate of Incorporation, Certificate of Amendment, Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock, Amended and Restated Bylaws, and certifications from the CEO and CFO[282](index=282&type=chunk) [SIGNATURES](index=51&type=section&id=SIGNATURES) This section contains the required signatures of the company's authorized officers, certifying the accuracy of the report

Company Overview - Nauticus Robotics, Inc. develops autonomous robots for ocean industries, utilizing sensors, artificial intelligence, and algorithms for adaptability in changing environments [3] - The company's business model includes providing robotic systems for services, selling vehicles and components, and licensing software to commercial and defense sectors [3] - Nauticus is testing and certifying a new generation of vehicles aimed at reducing operational costs and gathering data for subsea infrastructure maintenance [3] Financial Results Announcement - Nauticus plans to host its second quarter financial and operating results call for the period ended June 30, 2025, on August 12, 2025, at 9:00 am Central Time [1] - Participants can join the earnings conference call by dialing +1-800-549-8228 with conference ID: 95163 or via a listen-only webcast [2]

Core Insights - Nauticus Robotics, Inc. has entered into a Master Services Agreement with Advanced Ocean Systems, Inc. to enhance the integration of autonomous systems in the offshore sector [1][2] - The collaboration aims to leverage both companies' engineering expertise to improve efficiencies in subsea operations [3][4] Company Overview - Nauticus Robotics specializes in autonomous robots for ocean industries, focusing on reducing operational costs and environmental impact through advanced technology [6] - Advanced Ocean Systems provides integrated systems solutions, including autonomous surface vessels and advanced deck systems, with a strong emphasis on innovation in ocean technologies [7] Strategic Collaboration - The partnership will involve joint projects to accelerate the deployment of subsea robotics and autonomous systems, enhancing operational capabilities in offshore environments [2][3] - Initial discussions include trials at AOS's test facility in Florida, focusing on Nauticus' Aquanaut AUV and its integration with other unmanned assets [4][5]

Core Insights - Nauticus Robotics, Inc. has appointed Jimena Begaries as Interim Chief Financial Officer effective July 25, 2025, succeeding Victoria Hay who will assist during the transition [1][3] - Jimena Begaries has been with Nauticus through Flexible Consulting LLC since April 2025 and has extensive experience in finance, including roles at Weatherford International [2] - The company focuses on developing autonomous robots for ocean industries, utilizing advanced technology to reduce operational costs and improve environmental safety [4] Company Leadership Changes - Jimena Begaries will bring her extensive knowledge and experience to the finance department, which is crucial for Nauticus' transformational journey [3] - Victoria Hay, the outgoing CFO, has been recognized for her contributions during a significant period of change for the company [3] Company Overview - Nauticus Robotics specializes in autonomous subsea robotics and software solutions, aiming to enhance operational efficiency and reduce greenhouse gas emissions in ocean industries [4] - The company's business model includes providing robotic systems for services, selling vehicles and components, and licensing software to both commercial and defense sectors [4] - Nauticus is currently testing and certifying a new generation of vehicles designed to maintain and operate various subsea infrastructures [4]

Core Viewpoint - Nauticus Robotics, Inc. is progressing towards record-breaking revenue and technological milestones in 2025, with a focus on combining traditional ROV work with autonomous capabilities through the integration with SeaTrepid [1][3]. Company Developments - Nauticus ROVs completed projects for six different customers in the second quarter, supporting the wind industry along the U.S. East Coast and the energy sector along the U.S. Gulf Coast [2]. - The third quarter of 2025 will see the initiation of revenue generation from the Aquanaut® vehicle, marking a significant step in the company's deployment of its flagship underwater vehicle [2]. - The Aquanaut® vehicle is expected to execute projects at ultra deepwater depths of up to 2,200 meters by the end of summer 2025, which will be its first revenue-generating operation at these depths [4]. Market Position and Customer Engagement - The year-over-year reduction in customer concentration indicates strong growth in market adoption and diversification for Nauticus [3]. - Current and new customer discussions confirm market acceptance of Nauticus' combined offering of ROV and Aquanaut® vehicle, with customers eager to see the Aquanaut® in action [3]. - The second half of 2025 is anticipated to increase excitement and exposure for Nauticus' offerings, with promising discussions ongoing with customers [4]. Technological Innovation - Nauticus Robotics develops autonomous robots for ocean industries, utilizing sensors, artificial intelligence, and effective algorithms for perception and decision-making [6]. - The company is testing and certifying a new generation of vehicles aimed at reducing operational costs and improving data collection for subsea infrastructure maintenance [6]. - Nauticus' approach includes retrofitting traditional ROV operations and developing technology products for third-party vehicle platforms, enhancing operational efficiency and reducing environmental impact [6].

Core Insights - Nauticus Robotics, Inc. has announced a strategic collaboration with Open Ocean Robotics to enhance subsea asset management in the energy sector [1][2] - The partnership aims to reduce operational costs and environmental impact associated with subsea inspections and monitoring by integrating autonomous subsea vehicles with solar-powered uncrewed surface vehicles (USVs) [2][3] Company Overview - Nauticus Robotics specializes in autonomous robots for ocean industries, focusing on reducing operational costs and greenhouse gas emissions through advanced robotics and AI technologies [5] - Open Ocean Robotics develops solar-powered USVs designed for long-duration missions, providing a cost-effective and environmentally friendly alternative to traditional crewed vessels [6] Collaboration Details - The collaboration combines Nauticus' Aquanaut® subsea robotics with Open Ocean Robotics' DataXplorer™ USV to enable real-time monitoring and data collection [2][3] - This joint solution allows energy operators to conduct more frequent and efficient inspections of critical infrastructure, such as pipelines and subsea manifolds, while minimizing environmental impact [2][4] Industry Impact - The partnership addresses the growing demands for efficiency and sustainability in the marine sector, aligning with the energy industry's digital transformation and decarbonization goals [4] - By leveraging autonomous technologies, the collaboration is expected to revolutionize ocean management and monitoring practices [4]

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $200,000, down $300,000 sequentially and down $300,000 from the same quarter last year [9] - Operating expenses for the quarter were $6,000,000, flat from Q1 2024 and down $500,000 sequentially [9] - Net loss for the quarter was $7,600,000, a decrease of $76,900,000 sequentially and a decrease of $65,300,000 from Q1 2024 [10] - Cash at the end of Q1 2025 was $10,100,000 compared to $1,200,000 at the end of 2024 [10] Business Line Data and Key Metrics Changes - The integration of Ctripod has positively impacted revenue recognition and operational scale [6][8] - The company is focusing on maximizing utilization and margins while diversifying its customer base [14] Market Data and Key Metrics Changes - The offshore energy market is experiencing a surge, with Nauticus positioned at the center of it [18] - Demand for autonomous solutions is increasing, driven by a shift towards smarter, safer, and lower emissions operations [18] Company Strategy and Development Direction - The company aims to execute with precision, scale with discipline, and deliver on the promise of autonomy in subsea operations [33] - Nauticus is focusing on high-impact sectors like deepwater energy, offshore infrastructure, and defense [21] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the growing backlog and pipeline, indicating a transformative year ahead [33] - The decline in oil prices may create opportunities for Nauticus to displace incumbents and attract new customers [37] Other Important Information - The company has reduced debt and associated interest by $3,000,000 [8] - The integration of Ctripod is expected to unlock meaningful customer relationships and accelerate technology deployment [32] Q&A Session Summary Question: What is the impact of declining oil prices on consumer demand for vehicles? - Management believes that declining oil prices may create opportunities to attract customers seeking more efficient solutions [37] Question: How does the company plan to bridge Q1 revenue to the full year outlook of $16,000,000? - Management indicated a strong pipeline with proposals covering $60,000,000, with a significant portion tied to day rate work [41] Question: How confident is the company in achieving the $16,000,000 revenue target? - Management expressed cautious optimism, noting that about three-fourths of the revenue would come from asset utilization and a quarter from software sales [51] Question: What is the status of the partnership with Leidos? - Management highlighted the importance of the partnership and its potential value to the maritime and defense sectors, but could not discuss exit strategies [59]

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $200,000, down $300,000 sequentially and down $300,000 from the same quarter last year [8] - Operating expenses for the quarter were $6,000,000, flat from Q1 2024 and down $500,000 sequentially [9] - Net loss for the quarter was $7,600,000, a decrease of $76,900,000 sequentially and a decrease of $65,300,000 from Q1 2024 [10] - Cash at the end of Q1 2025 was $10,100,000 compared to $1,200,000 at the end of 2024 [10] Business Line Data and Key Metrics Changes - The integration of Ctripod has positively impacted revenue recognition and operational scale [5][7] - The company is focusing on maximizing utilization and margins through existing contracts and new opportunities [14] Market Data and Key Metrics Changes - The offshore energy market is experiencing a surge, with Nauticus positioned at the center of it [18] - Demand for autonomous solutions is increasing, driven by a shift towards smarter, safer, and lower emissions operations [18] Company Strategy and Development Direction - The company aims to execute with precision, scale with discipline, and deliver on the promise of autonomy in subsea operations [32] - Nauticus is focusing on diversifying its customer base and reducing customer concentration [23] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the growing backlog and pipeline, indicating a transformative year ahead [32] - The company is confident in its ability to deliver strong results despite market fluctuations [55] Other Important Information - The company has made significant progress in integrating Ctripod and expanding its operational capacity [31] - Nauticus is developing a capital deployment strategy and seeking manufacturing partnerships to scale production of the Aquanaut fleet [29] Q&A Session Summary Question: Impact of declining oil prices on consumer demand - Management noted that declining oil prices could create opportunities to displace incumbents and stimulate demand for more efficient solutions [35][37] Question: Bridging Q1 revenue to full year outlook - Management highlighted a strong pipeline with proposals covering $60,000,000, with a mix of day rate work and software sales contributing to the $16,000,000 revenue outlook for 2025 [39][41] Question: Confidence in the $16,000,000 revenue target and software sales breakdown - Management indicated that approximately three-fourths of the revenue would come from asset utilization, while a quarter would be from software sales and proposals [51][55] Question: Leidos partnership and potential exit strategy - Management expressed excitement about the partnership with Leidos but refrained from discussing exit strategies, focusing instead on the commercial pipeline [59]

Core Insights - Nauticus Robotics, Inc. reported a strategic acquisition of SeaTrepid International LLC, enhancing operational capabilities and accelerating the deployment of its autonomy software, ToolKITT [2][3] - The company aims to exceed its full-year 2024 revenue during the first half of 2025, driven by strong momentum in the offshore season [2] - Nauticus's financial results for Q1 2025 showed a revenue of $0.2 million, a decrease from $0.5 million in the same period last year [7] Strategic Acquisition - The acquisition of SeaTrepid for $14.4 million included substantially all assets and select liabilities, positioning Nauticus for innovation and scale in subsea robotics [3] - The integration of SeaTrepid's ROV fleet with Nauticus's autonomy software is expected to unlock new commercial opportunities in the offshore services market [3][14] Operational Milestones - Nauticus launched the 2025 Gulf Coast offshore season with significant activity, including advancements in next-generation technology and electric manipulators designed for ROVs and Aquanaut vehicles [4][5] - The company is preparing a commercial-ready release of software for work-class ROVs, indicating progress in its technological capabilities [4] Customer Demand and Market Outlook - The market response to Nauticus's expanded service offerings has been positive, with customers showing increased openness to autonomous solutions [6] - The company is well-positioned for a standout 2025, with strong demand and innovative products [6] Financial Highlights - Nauticus reported an adjusted net loss of $6.6 million for Q1 2025, compared to $6.4 million in the same period last year [10] - The net loss for the first quarter was $7.6 million, significantly improved from a net loss of $72.8 million in Q1 2024 [11] - Operating expenses totaled $6.0 million, reflecting a slight increase from the prior-year period [9] Balance Sheet and Liquidity - As of March 31, 2025, Nauticus had cash and cash equivalents of $10.1 million, a significant increase from $1.2 million at the end of 2024 [12] - The company raised $19.4 million through At The Market offerings, issuing nearly 7.5 million shares [12]