UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q
☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: December 31, 2024
☐Transition Report on Form 10-K
☐Transition Report on Form 20-F
☐Transition Report on Form 11-K
☐Transition Report on Form 10-Q
For the Transition Period Ended:
Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. | ||||||||||||||
If the notification relates to the portion of the filing checked above, identify the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Nauticus Robotics, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
17146 Feathercraft Lane, Suite 450
Address of Principal Executive Office (Street and Number)
Webster, TX 77598
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; | ||||||
| (b) | The subject annual report, semi-annual report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form NCSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||||||
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||||||
PART III - NARRATIVE
State below in reasonable details why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed).
Nauticus Robotics, Inc. (the "Company") is filing this Form 12b-25 because it has determined that it is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Form 10-K") within the prescribed time period without unreasonable effort or expense. The delay is due to Company’s ongoing review and restatement of certain previously issued interim financial statements included in Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2024, June 30, 2024 and September 30, 2024, respectively, to reflect a change in the accounting method used for non-cash debt accounting related to the January 30, 2024 transaction whereby the then existing 5% original issue discount senior secured convertible debenture (the “Original Debenture”) were exchanged for a new original issue discount exchanged senior secured convertible debenture due September 9, 2026 (the “New Debenture”). The Company is working diligently to complete the restatement of its financial statements but due to the extended coordination, evaluation and communication needed to conduct the analysis and calculate the required amended accounting entries, the Company expects to file the Form 10-K by April 15, 2025.
Forward Looking Statements
This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by federal securities laws. These forward-looking statements include statements regarding the effects of the restatement of the Company’s past financial statements and the filing of the Company’s amended periodic reports, including the timing of the filing of the Form 10-K and other public disclosures and related matters. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or “continue” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and the Company is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which the Company has filed or will file from time to time with the SEC for a more complete discussion of the risks and uncertainties facing the Company and that could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents filed from time to time with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2024. Should one or more of these risks, uncertainties, or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected.
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
| Victoria Hay | (281) | 942-9069 | ||||||||||||
(Name) | (Area Code) | (Telephone Number) | ||||||||||||
(2)Have all other period reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify reports. ☐ Yes X No
One Current Report on Form 8-K, due on January 3, 2025 was filed one business day late, on January 6, 2025.
(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes x No.
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made
Nauticus Robotics, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2025 | By: | /s/ Victoria Hay | ||||||
| Name: | Victoria Hay | |||||||
| Title: | Interim Chief Financial Officer | |||||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001) | ||||||||||||||