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Nauticus Robotics(KITT) - 2025 Q1 - Quarterly Report

Part I Financial Statements Unaudited Q1 2025 financial statements show increased assets and positive equity, with a significantly improved net loss Condensed Consolidated Balance Sheets Total assets increased to $48.5 million due to the SeaTrepid acquisition, turning stockholders' equity positive | Metric | March 31, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $10,054,304 | $1,186,047 | | Total Assets | $48,481,073 | $22,685,087 | | Goodwill | $10,652,388 | $0 | | Total Liabilities | $46,959,571 | $43,082,500 | | Total Stockholders' Equity (Deficit) | $1,521,502 | $(20,397,413) | Condensed Consolidated Statements of Operations Q1 2025 revenue decreased, but net loss significantly narrowed to $(7.6) million due to the absence of a large prior-year debt extinguishment loss | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :--- | :--- | :--- | | Total Revenue | $165,256 | $464,354 | | Operating Loss | $(5,863,763) | $(5,549,330) | | Loss on extinguishment of debt | $0 | $78,734,949 | | Net Loss | $(7,567,187) | $(72,838,936) | | Basic and diluted LPS | $(0.28) | $(58.75) | Condensed Consolidated Statements of Cash Flows Operating activities used cash, while financing provided $19.4 million from an ATM offering, resulting in $10.1 million cash at quarter-end | Cash Flow Activity | Q1 2025 (USD) | Q1 2024 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,649,883) | $(6,660,282) | | Net cash (used in) provided by investing activities | $(3,919,981) | $68,482 | | Net cash from financing activities | $19,438,121 | $12,025,709 | | Net change in cash and cash equivalents | $8,868,257 | $5,433,909 | | Cash and cash equivalents, end of period | $10,054,304 | $6,187,307 | - The company raised $19.4 million net from an At The Market (ATM) offering23 - The acquisition of SeaTrepid used $3.9 million in cash, net of cash acquired23 Notes to Financial Statements Key disclosures include the $14.4 million SeaTrepid acquisition, liquidity concerns, and equity changes including a reverse stock split - The company acquired SeaTrepid International LLC on March 20, 2025, for a total consideration of $14.4 million to integrate its AI software into SeaTrepid's ROV fleet29136 - The company does not generate sufficient revenue to cover expenses and may require additional liquidity, but believes it has sufficient resources to continue as a going concern for at least one year due to investor support30 - In Q1 2025, two customers accounted for 100% of total revenue (75% and 25% respectively)73 - The company effected a 1-for-36 reverse stock split on July 22, 2024, with all share and per-share data retroactively adjusted159 Management's Discussion and Analysis (MD&A) Management discusses Q1 2025 performance, noting a 64% revenue decrease but a significant improvement in net loss due to a one-time prior-year event Results of Operations Revenue decreased 64% in Q1 2025, but net loss improved 90% to $(7.6) million due to the absence of a large prior-year debt extinguishment loss | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $165,256 | $464,354 | -64% | | Cost of Revenue | $1,238,957 | $2,093,955 | -41% | | G&A Expenses | $4,309,686 | $3,430,010 | +26% | | Operating Loss | $(5,863,763) | $(5,549,330) | +6% | | Net Loss | $(7,567,187) | $(72,838,936) | -90% | - The decrease in revenue was primarily driven by a reduction in government-related contracts222 - The increase in G&A costs was driven by the SeaTrepid acquisition225 Liquidity and Capital Resources The company held $10.1 million cash, relying on external financing, including $19.4 million from an ATM offering, to support operations - The company had $10,054,304 in cash and cash equivalents as of March 31, 2025231 - The company received net proceeds of $19.4 million from an ATM share offering in Q1 2025232 - Cash used in operating activities was $6.6 million, and cash used for the SeaTrepid acquisition was $3.9 million234 - Management states that with committed investor support, they believe there are sufficient resources to continue as a going concern for at least one year230 Controls and Procedures Disclosure controls were ineffective due to material weaknesses, with a remediation plan underway targeting full implementation by end of 2025 - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025236 - Material weaknesses were identified related to (1) ineffective controls over significant complex transactions and (2) failure to remediate previously reported weaknesses in user access controls240 - A remediation plan is in progress, targeting formal review processes and user access controls, with full implementation expected by the end of 2025241 Part II Legal Proceedings The company is not currently a party to any material legal proceedings - The company is not currently a party to any material legal proceeding245 Risk Factors No material changes to risk factors were reported for the quarter - No material changes in risk factors were reported for the quarter246 Unregistered Sales of Equity Securities and Use of Proceeds The company issued 17,823,603 common shares through unregistered sales, primarily from preferred stock and term loan conversions - Issued 16,018,211 common shares upon conversion of Series A Preferred Stock by related parties ATW I and SLS247165 - Issued 1,805,392 common shares upon conversion of 2024 Term Loan notes by related parties ATW I and ATW II247166