UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission file number: 001-40611 NAUTICUS ROBOTICS, INC. (Exact name of registrant as specified in its charter) Delaware 85-1699753 (State or other ...

Market Opportunity & Problem - The total addressable market for maritime robotics is estimated at $30 billion[10] - The serviceable obtainable market is $6 billion[10] - Traditional offshore service vessels emit up to 70 MTCO2 per day[14] - Current vessels in the UK will pay a 50% fuel tax by 2030 and 100% by 2035[14] Nauticus Solution & Technology - Aquanaut can execute 80% more work due to its manipulation capabilities[16] - Aquanaut has a 200km range due to its 100kWhr Li-ion battery[17] - Nauticus' technology can achieve a 94-97% improvement in CO2 emissions compared to offshore service vessels[16] Financials & Growth - Nauticus' robotics-as-a-service model is projected to generate $5-8 million in annual revenue per Aquanaut[41] - The gross margins for the robotics-as-a-service model are expected to be 70%[41] - The company estimates a CAPEX of $4-7 million per Aquanaut[42] Target Market & Impact - UK offshore windfarms require $22 million of inspection, maintenance, and repair activities per 1 GW of installed capacity[18] - The UK market alone represents a potential need for 35 Aquanauts, translating to a $280 million market[18] - Worldwide, there was 56GW of installed offshore windfarms as of 2021, equaling a need for over 200 Aquanauts[19]

Nauticus Robotics, Inc. (NASDAQ:KITT) Q3 2022 Earnings Conference Call November 14, 2022 12:00 PM ET Company Participants Jeff Grampp - IR, Gateway Group Inc. Nicolaus Radford - Founder and CEO Rangan Padmanabhan - CFO Conference Call Participants Craig Irwin - ROTH Capital Troy Jensen - Lake Street Capital Brian Dobson - Chardan Capital Markets Operator Hello and welcome to the Nauticus Robotics Earnings Conference Call, for the Third Quarter Ended September 30 2022. My name is Paul and I will be your oper ...

Part I — Financial Information [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Nauticus Robotics, Inc.'s unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, and Cash Flows, along with notes detailing accounting policies and significant financial events Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$58,045,623** | **$25,167,372** | | Cash and cash equivalents | $35,928,218 | $20,952,867 | | Inventories | $5,558,996 | $0 | | Property and equipment, net | $9,645,735 | $1,437,311 | | **Total Liabilities** | **$29,113,496** | **$31,778,829** | | Notes payable - long-term, net | $20,427,812 | $14,708,333 | | Warrant liabilities | $4,148,556 | $0 | | **Total Stockholders' Equity (Deficit)** | **$28,932,127** | **($6,611,457)** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$2,981,610** | **$1,973,644** | **$8,207,134** | **$3,245,713** | | Operating Loss | ($6,045,830) | ($1,073,490) | ($11,256,395) | ($5,104,596) | | **Net Loss** | **($6,083,670)** | **($1,298,122)** | **($12,944,628)** | **($3,892,715)** | | Basic and Diluted EPS | ($0.67) | ($0.13) | ($1.49) | ($0.40) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash from operating activities | ($31,534,543) | ($4,314,491) | | Net cash from investing activities | ($6,805,648) | ($345,904) | | Net cash from financing activities | $53,315,542 | $11,217,264 | | **Net change in cash** | **$14,975,351** | **$6,556,869** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies and significant events, including the September 2022 reverse recapitalization, reliance on financing due to losses, and a significant customer concentration impacting revenue recognition - On **September 9, 2022**, the company consummated its business combination with CleanTech Acquisition Corp (CLAQ) The transaction was accounted for as a **reverse recapitalization**, with **Nauticus Robotics Holdings Inc. as the accounting acquirer**[29](index=29&type=chunk) - The company received net cash of **$14.9 million** from the Business Combination, **$31 million** from a PIPE Investment, and issued convertible debentures for proceeds of **$35.8 million**[32](index=32&type=chunk)[35](index=35&type=chunk)[80](index=80&type=chunk) - An existing sales contract with Triumph Subsea Construction Limited was amended, shifting milestone payments and delivery dates This will move an estimated **$7.7 million** of revenue from 2022 into 2023[39](index=39&type=chunk) - The company has a **high concentration of credit risk**, with **two customers** accounting for **99%** and **96%** of total revenue for the three and nine months ended September 30, 2022, respectively[65](index=65&type=chunk) Expected Revenue from Unfulfilled Performance Obligations by Period (in millions) | Contract | Total | Remainder of 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Triumph Subsea Construction Limited | $54.2 | $0 | $27.1 | $13.6 | $13.5 | | All other performance obligations | $11.5 | $2.4 | $4.0 | $5.1 | $0 | | **Total** | **$65.7** | **$2.4** | **$31.1** | **$18.7** | **$13.5** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, noting increased revenue from new contracts offset by higher costs and G&A expenses, leading to continued losses and reliance on external financing [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Revenue significantly increased for the nine months ended September 30, 2022, driven by new service contracts, though operating and net losses widened substantially due to higher costs of revenue and general and administrative expenses Comparison of Operations for Nine Months Ended September 30 | Account | 2022 | 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $8,207,134 | $3,245,713 | $4,961,421 | 153% | | Cost of revenue | $8,220,447 | $3,609,236 | $4,611,211 | 128% | | Research and development | $2,094,278 | $2,411,100 | ($316,822) | -13% | | General and administrative | $8,778,498 | $2,066,941 | $6,711,557 | 325% | | Operating loss | ($11,256,395) | ($5,104,596) | ($6,151,799) | 121% | | Net loss | ($12,944,628) | ($3,892,715) | ($9,051,913) | 233% | - Revenue for the nine months ended Sep 30, 2022, **increased by 153% YoY to $8.2 million**, primarily due to the addition of revenue from **four service contracts**[143](index=143&type=chunk) - Cost of revenue for the nine months **increased 128% YoY**, including a one-time bonus of approximately **$1.2 million** for the successful completion of the Merger[145](index=145&type=chunk) - General and administrative expenses for the nine months **increased 325% YoY**, driven by **increased headcount**, **professional fees** for the Business Combination, and a one-time bonus of approximately **$1.5 million**[150](index=150&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2022, the company had significant cash reserves, primarily from debt and equity financing, but continues to experience negative cash flow from operations and investing activities, indicating potential future funding needs - As of September 30, 2022, the company had **$35,928,218** in cash and cash equivalents[157](index=157&type=chunk) - In the first nine months of 2022, the company received net proceeds of **$53.3 million** from debt and equity financing, net of issuance costs[158](index=158&type=chunk) - Key uses of cash in the first nine months of 2022 were **$31.5 million for operations**, **$6.8 million for capital expenditures**, and **$17.9 million for debt repayment**[165](index=165&type=chunk) - The company **does not currently generate sufficient revenue** to cover operating expenses and **may raise additional funding** through debt or equity[160](index=160&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is not required to provide this information - Disclosure is **not required** for smaller reporting companies[162](index=162&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2022, due to an un-remediated material weakness in internal control over financial reporting related to accounting personnel and financial close procedures - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2022[164](index=164&type=chunk) - A **material weakness** was identified in 2021 related to a **lack of qualified accounting and financial reporting personnel** and **inadequate procedures for the accounting close process**[165](index=165&type=chunk)[166](index=166&type=chunk) - Remediation efforts are **ongoing**, including **hiring additional experienced personnel** and **implementing additional controls** over financial reporting[168](index=168&type=chunk) Part II — Other Information [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company may be subject to litigation in the normal course of business, but no amounts have been accrued in the financial statements for any such matters - The company is **not currently subject to any material legal proceedings** that would require an accrual in the financial statements[173](index=173&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the definitive proxy statement/prospectus filed with the SEC on August 15, 2022 - There have been **no material changes** to the risk factors disclosed in the definitive proxy statement/prospectus filed with the SEC on August 15, 2022[174](index=174&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In connection with the Business Combination, the company issued common stock and convertible debentures with associated warrants in unregistered sales, raising significant capital through a PIPE financing - Issued **3,100,000 shares** of Common Stock for a purchase price of **$10.00 per share**, for an aggregate purchase price of **$31 million** in an **Equity Financing (PIPE)**[175](index=175&type=chunk) - Issued convertible Debentures in the aggregate principal amount of **$36,530,320**, convertible into **2,922,425 shares of Common Stock**, along with **associated warrants for an additional 2,922,425 shares**[176](index=176&type=chunk) [Defaults upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[178](index=178&type=chunk) [Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[179](index=179&type=chunk) [Other Information](index=40&type=section&id=Item%205.%20Other%20Information) The company reports no other information for the period - None[180](index=180&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include CEO and CFO certifications under the Sarbanes-Oxley Act and Inline XBRL data files - The exhibits filed include **CEO and CFO certifications** pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act of 2002**, as well as various **Inline XBRL documents**[181](index=181&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40611 CLEANTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jur ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 CLEANTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-1699753 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 207 West 25th Street, 9th Floor New York, NY 10001 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTIO ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-40611 CLEANTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 85-1699753 | | - ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40611 CLEANTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or othe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) 207 West 25th Street, 9th Floor New York, NY 10001 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-40611 CLEANTECH ACQUISITION CORP. (Exact name of registra ...