Nauticus Robotics, Inc.
Other securities:
KITT
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Item 1. Business
Nauticus Robotics, Inc. (“Nauticus,” “Nauticus Robotics™,” the "Company", "our", "us" or "we") is a technology-driven company specializing in the development of advanced fully electric autonomous robotic solutions for subsea applications. The Company's portfolio includes autonomous, untethered underwater vehicles (AUVs), tethered robotic remotely operated vehicles (ROVs), electric robotic manipulators, a platform-agnostic robotic operating system, and related consulting and prototype services with a strong alignment to offshore energy and national security interests. The technology solutions enable autonomous operations for both the commercial and defense sectors.
Nauticus' addressable markets include upstream, midstream, and downstream oil and gas, defense, offshore renewables, seafloor telecommunications, aquaculture, port security, oceanographic research, and subsea mining. Currently, its primary focus is on oil and gas operations and defense applications.
The Company was formed in September 2022 as the result of a business combination between Nauticus Robotics, Inc.’s predecessor (CleanTech) and Nauticus Robotics Holdings Inc. (formerly known as Houston Mechatronics, Inc.). The Company completed its first successful survey utilizing its autonomous subsea vehicle, Aquanaut®, in the fourth quarter of 2024.
Nauticus' principal executive offices are located at 17146 Feathercraft Lane, Suite 450, Webster, Texas 77598. Our phone number is (281) 942-9069. Its Common Stock trades on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “KITT.”
Nauticus maintains a website on the Internet with the address of https://ir.nauticusrobotics.com. Copies of this Annual Report, previous and subsequent copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto, are or will be available free of charge on the website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. In addition, the “Governance Documents” section of the website contains copies of the Company's Code of Business Ethics and Conduct Policy and other corporate policies and board committee charters. Nauticus makes its website content available for informational purposes only. Information contained on the website is not part of this Annual Report and should not be relied upon for investment purposes.
The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
Competitive Differentiation & Technology
To effectively enter markets dominated by legacy solutions, Nauticus has developed innovative, value-driven technologies. The Company's flagship autonomous fully electric vehicle, Aquanaut®, provides advantages over conventional tethered Remotely Operated Vehicles (ROVs) and untethered Autonomous Underwater Vehicles (AUVs), including:
•Enhanced capability to operate in deep and complex environments without the limitations of tether management.
•Reduction in operational costs and carbon footprint through the use of smaller deployment vessels and elimination of onboard generators, resulting in lower greenhouse gas emissions, and quieter operations to minimize ecological impact.
•Increased mission efficiency through autonomous execution versus manual control, reducing crew requirements and improving safety.
•Enhanced data collection, with higher fidelity providing actionable insight.
•Capability under development of collecting physical samples, providing valuable data for regulatory compliance, asset integrity, and damage assessments.
•Capability under development in defense scenarios by eliminating surface vessel presence.
The Aquanaut® autonomous vehicle represents the next generation of subsea robotics integrating eight independent thrusters to precisely propel and position a hull to maximize efficiency and enable high-resolution data collection, and autonomous fully electric manipulation comparable to traditional ROV operations.
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Product Portfolio
Aquanaut® Autonomous Vehicles
Nauticus Robotics has three autonomous vehicles. Two vehicles are currently operational and the third vehicle remains under assembly.
The Aquanaut® vehicle has demonstrated superior capabilities in safety assurance, operational efficiency, asset integrity, and regulatory compliance through its ability to collect high-resolution subsea data. The Aquanaut® vehicle is engineered to operate to a depth of 3000 meters.
Nauticus ToolKITT™ Software Suite
Nauticus ToolKITT is a sophisticated software platform that governs Nauticus’ suite of robotic products. It enables robots to perceive their environment, navigate in three dimensions, make autonomous decisions, and execute tasks with minimal human intervention. Nauticus ToolKITT relies on the Robot Operating System (ROS), leveraging an open-source framework to accelerate development and deployment. The software is hardware-agnostic, enabling deployment across various robotic platforms.
Nauticus ToolKITT has been deployed on third party commercial ROVs and competing robotic platforms, enhancing Nauticus’ ability to offer advanced inspection and intervention services. This software also plays a critical role in next-generation inspection services, a key industry need for ensuring the integrity of subsea pipelines and offshore infrastructure. Nauticus ToolKITT is currently installed and operational on Nauticus' ROV fleet.
Olympic Arm™ Electric Manipulator
The Olympic Arm is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and Aquanaut. Its patented electric actuators replace traditional hydraulic systems, offering:
•Greater precision and control for delicate operations.
•An environmentally friendly design utilizing biodegradable oil.
•Simplified deck-side repairs and extended operational reliability.
•Engineered to work to a depth of 3000 meters.
The next-generation manipulator is currently in development in-house with an emphasis on improving repair efficiency and durability.
On the further productization of the Olympic Arm, the Company has licensed the innovative design for external production with Forum Energy Technologies. During the fourth quarter of 2025, collaboration has commenced with Forum Energy Technologies ("FET") in preparation for commercial distribution.
Defense Solutions
Nauticus is a specialized technology and engineering services company focused on delivering innovative solutions to the defense sector including the Defense Innovation Unit (DIU) and Defense Advanced Research Agency (DARPA). As a nimble and highly adaptive firm, the Company can bridge the gap between emerging commercial technologies and mission-critical ocean centric defense applications, supporting U.S. military and government agencies in addressing evolving operational requirements. The Company's core capabilities include:
•Advanced R&D & Prototyping – Rapid development of next-generation technologies, from AI-driven analytics to autonomous systems.
•Systems Integration – Adapting and integrating commercial technologies into existing defense infrastructure.
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•Unmanned Systems & Robotics – Developing and enhancing autonomous systems for defined mission applications.
•Agility & Innovation – As a nimble technology company, Nauticus operates with unmatched flexibility, rapidly pivoting to meet evolving defense needs and are unencumbered by legacy solutions.
The team has experience executing successful projects within DIU’s commercial technology initiatives and DARPA’s high-risk, high-reward programs.
Nauticus announced on January 30, 2025, a Strategic Subsea Alliance with Leidos Holdings, Inc (NYSE: LDOS). The alliance builds on a successful prior collaboration between the two organizations, which was praised by their mutual customer for its seamless execution and constructive collaboration. This new alliance aims to combine the companies’ complementary expertise to develop next-generation autonomous underwater systems capable of tackling increasingly complex missions.
SeaTrepid ROV Services
On March 20, 2025, Nauticus acquired substantially all of the assets and business of SeaTrepid International LLC and its affiliates ("SeaTrepid"). SeaTrepid provides subsea robotic services to customers with ROVs. The ability of SeaTrepid’s ROVs and Nauticus' Aquanaut to seamlessly communicate at depth unlocks new service opportunities, enabling two autonomous systems to collaborate in delivering cutting edge underwater solutions.
Market Opportunity
According to Research and Markets, published in October 2024, the global Offshore AUV & ROV Market grew from $1.39 billion in 2023 to $1.53 billion in 2024, with a projected compound annual growth rate (CAGR) of 10.18%, reaching $2.75 billion by 2030.
Nauticus Robotics™ is positioned to capitalize on this expanding market by offering disruptive technology solutions that improve data quality, safety, emissions reduction, and cost efficiency. The Company's autonomous systems and data analytics provide a competitive advantage as industries shift toward automation and sustainability in subsea operations. Each of its product lines is complementary to the others working together as a system, and also can be marketed independently. The Nauticus ToolKITT software is platform agnostic, and can be installed on third party ROVs. Similarly, the Olympic Arm can be installed and operate on third party ROVs.
International Operations
The potential addressable market for Nauticus Robotics products and services is global. While current operations are concentrated in the United States, Nauticus Robotics is also actively pursuing business opportunities outside the United States, including opportunities in Brazil and the United Arab Emirates.
Competition:
All of the products and services provided by Nauticus Robotics operate in a highly competitive environment. As a new market entrant, Nauticus Robotics generally faces competition from well-established competitors.
Vehicle & Services Competitors
Current ROV manufacturers and ROV services companies are the primary competitors to Nauticus inspection services conducted by Aquanaut. These companies include large multinational product manufacturers and service providers, as well as smaller local ROV service providers.
Subsea Autonomy Software Competitors
Competitors to Nauticus ToolKITT include both ROV manufacturers supplying proprietary software operating systems for their ROVs, as well as independent software suppliers providing software solutions to enhance the capabilities of ROVs and other robotic systems. Competitors also include companies that offer data processing capabilities for data gathered in ROV operations.
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Electric Manipulators Competitors
Several companies specialize in the design and manufacture of subsea manipulators and robotic arms for ROVs and other underwater applications. These competitive products include both traditional hydraulic manipulators, as well as electric manipulators like the Olympic Arm and our next generation manipulator.
Maritime Defense Project Competitors
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
Overview
Nauticus Robotics, Inc. (the “Company,” “our,” “us” or “we”) is a developer of ocean robots, cloud software and intelligent services that transform operations in offshore energy, environmental monitoring, and defense. Our principal corporate offices are located in Webster, Texas. Our portfolio includes fully autonomous underwater vehicles ("AUVs"), remotely operated vehicles (“ROVs”), electric robotic manipulators, and the Nauticus ToolKITT™ software platform. Our technology solutions position us at the forefront of the global shift toward autonomy.
Our flagship autonomous vehicle, Aquanaut®, provides advantages over conventionally tethered ROVs and traditional AUVs. Leveraging advanced thruster configurations, a streamlined hull, payload capacity, and integrated electric manipulation, Aquanaut® performs complex subsea tasks with efficiency, precision, and minimal surface support. Nauticus ToolKITT™—our intelligent control and autonomy software—extends this capability across platforms, enabling robots to sense, decide, and act autonomously. Nauticus ToolKITT™ has already been deployed on third-party ROVs and is gaining traction as a transformative solution for inspection, maintenance, and intervention services. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and Aquanaut® . Its patented electric actuators replace traditional hydraulic systems. A next-generation manipulator is also under development to address known use cases requiring a less complex solution. These technologies, coupled with the integration of the SeaTrepid acquisition in March 2025, position Nauticus at the forefront of the industry’s shift toward autonomy.
Recent Developments
We continued into the first quarter of 2026 with significant momentum, strengthened by both strategic execution and market penetration:
•Operational Deployments – During the quarter, our ROV fleet continued preparations for upcoming projects. One ROV completed system integration testing (SIT) for an upcoming project and is scheduled to mobilize in May 2026. This unit also has several potential opportunities with windfarm operators during the next quarter. Our second ROV remained in Louisiana to continue preparations for work planned in the Gulf of America in the following quarter. Aquanaut Vehicle 1 remained in Florida, where it advanced client-driven workflow testing related to vertical inspection capabilities, including autonomous mooring-line behaviors. Aquanaut Vehicle 2 also remained in Florida and continued system testing and preparation activities in advance of offshore deployment.
•Industry Recognition – Development of the next-generation manipulator continued during the quarter. The initial design of the fit-for-purpose electric manipulator was completed, and the team began sourcing components for the first prototype. Interest in the manipulator has continued to support broader discussions around the Aquanaut® platform as a differentiating technology. Recent engagement has been driven primarily by defense sector stakeholders evaluating the potential integration of the Aquanaut® vehicle with an electric manipulation system.
•Integration Progress – SeaTrepid integration is delivering tangible results. The combined ROV and Aquanaut® fleet is enabling us to engage a broader customer base, increase utilization, and expand into new geographies.
•Customer and pipeline updates – Market response to our expanded service offerings remains overwhelmingly positive. Oil‑and‑gas and environmental‑agency customers are requesting operational windows within our Gulf Coast schedule. Customers continue to approach us for additional commercial work and also to sponsor additional testing and development to further expand our value proposition.
Market Environment and Outlook
The offshore energy market remains robust, with vessel and subsea asset utilization in the Gulf of America near multi-year highs. While the North American offshore wind sector experienced temporary delays due to policy shifts, recent easing of restrictions has revived select opportunities, and we are actively mobilizing for new wind-farm projects.
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Adoption of autonomous subsea robotics is accelerating, driven by customer priorities around safety, efficiency, and data quality. Energy operators are increasingly leading this innovation push, creating tailwinds for advanced solutions like Aquanaut® and Nauticus ToolKITT™.
Defense sector engagement is also gaining momentum, with increased activity at the prime contractor level. While awards typically flow first to larger primes, we are strategically positioned through partnerships, such as our alliance with Leidos, to participate in future contracts.
Overall, our near-term pipeline is stronger than ever, supported by active contracts, prospective projects in multiple basins, and international interest in our autonomous services.
Operational Performance and Product Advancement
Service revenue in the quarter was fueled by SeaTrepid’s ROV operations. Cross‑selling momentum continues: SeaTrepid’s longstanding customers are expressing interest in our autonomous solutions, while Nauticus’ existing customers are contracting ROV services for both oil‑and‑gas and environmental projects. The integration of the SeaTrepid fleet and workforce has enabled higher utilization and broadened our geographic reach.
Aquanaut® achieved several milestones during the quarter. Vehicle 2 has completed over 500 hours of in-water testing on client driven workflows. The system has performed over 200 successful vertical inspection behaviors on mooring lines. These tests are small in scale, but relate directly to offshore operations, and have prepared the vehicle behaviors for offshore testing. Data from these tests are guiding software and engineering improvements and expanding our technical lead in untethered operations.
Nauticus ToolKITT™ commercialization remains on track. The software was exercised extensively during deepwater tests in 2025, and in testing at our location in Florida in Q4 2025 and Q1 2026, where we trained new autonomous behaviors to expand scope and improve reliability, repeatability, and usability. We continue to advance the software developed for Nauticus' ROVs and will continue to demonstrate the value of autonomy on traditional ROVs. This is advancing commercial discussions with existing and new clients to deploy Nauticus ToolKITT™ for a wider range of missions and on customer ROVs.
Following the closing of our Joint Manufacturing and Sales Agreement with Forum Energy Technology in Q4 of 2025, we continue to mature the Olympic Arm™ program as we jointly move towards a commercial product targeting the entire ROV market.
The smaller, observation work-class ROV and AUV markets' demand for a next-generation compact, fully electric manipulator remains strong, and we intend to capitalize on that demand as development proceeds.
Conclusion
The first quarter of 2026 set a strong technical and strategic foundation for the year. Customer demand remains robust across the oil and gas, wind, and environmental sectors, and our services pipeline is healthy. With a strong team, a differentiated technology suite and growing market acceptance, Nauticus is poised to lead the next phase of subsea autonomy and create long term value for our stakeholders.
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Results of Operations
Three months ended March 31, 2026, compared to three months ended March 31, 2025
The following table sets forth summarized condensed consolidated financial information:
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||
Change | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||
| Service | $ | 159,575 | $ | 165,256 | $ | (5,682) | -3 | % | ||||||||||||||||||||||||||||||
| Total revenue | 159,575 | 165,256 | (5,682) | -3 | % | |||||||||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of revenue | 1,993,894 | 1,238,957 | 754,937 | 61 | % | |||||||||||||||||||||||||||||||||
| Depreciation | 624,791 | 480,376 | 144,415 | 30 | % | |||||||||||||||||||||||||||||||||
| General and administrative | 3,224,907 | 4,359,686 | (1,134,779) | -26 | % | |||||||||||||||||||||||||||||||||
| Total costs and expenses | 5,843,593 | 6,079,019 | (235,426) | -4 | % | |||||||||||||||||||||||||||||||||
| Operating loss | (5,684,017) | (5,913,763) | (229,746) | -4 | % | |||||||||||||||||||||||||||||||||
| Other (income) expense: | ||||||||||||||||||||||||||||||||||||||
| Other (income) expense, net | (3,145) | (137,397) | 134,252 | 98 | % | |||||||||||||||||||||||||||||||||
| Foreign currency transaction loss | 970 | 3,267 | (2,297) | -70 | % | |||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 929,508 | - | 929,508 | 0 | % | |||||||||||||||||||||||||||||||||
| Change in fair value of derivative | 515,827 | - | 515,827 | 0 | % | |||||||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | (3,019) | (50,888) | 47,869 | 94 | % | |||||||||||||||||||||||||||||||||
| Change in fair value of November 2024 Debentures | 1,188,840 | 723,926 | 464,914 | 64 | % | |||||||||||||||||||||||||||||||||
| Interest expense, net | 953,083 | 1,114,516 | (161,433) | -14 | % | |||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (9,266,081) | $ | (7,567,187) | $ | 1,698,894 | 22 | % | ||||||||||||||||||||||||||||||
Revenue. For the three months ended March 31, 2026, revenue decreased $5,682 or 3%, as compared to the three months ended March 31, 2025, driven by natural fluctuations in our revenue during the off-peak quarter.
Cost of revenue. For the three months ended March 31, 2026, cost of revenue increased $754,937 or 61% as compared to the three months ended March 31, 2025 due to additional costs primarily in salaries as well as direct materials.
Depreciation. For the three months ended March 31, 2026, depreciation increased $144,415 or 30% , as compared to the three months ended March 31, 2025, due to the increase in property and equipment primarily related to the acquisition of SeaTrepid.
General and administrative. For the three months ended March 31, 2026, general and administrative costs decreased $1,134,779 or 26%, compared to the three months ended March 31, 2025, as 2025 included non-recurring expenses related to the SeaTrepid acquisition.
Other (income) expense, net. For the three months ended March 31, 2026, other expense is minimal. For the three months ended March 31, 2025, other income related primarily to proceeds received from the sale of expensed equipment.
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Loss on extinguishment of debt. For the three months ended March 31, 2026 a loss on the extinguishment of debt of $929,508 was reported driven by the exchange of November 2024 Debentures for Series C Preferred Stock. See Note 8 "Notes Payable".
Change in fair value of derivative. For the three months ended March 31, 2026, a loss on derivative of $515,827 was reported driven by the change in fair value of the EPFA. See Note 17 "Equity Purchase Facility Agreement and Derivative Liability".
Change in fair value of warrant liabilities. For the three months ended March 31, 2026 and 2025, the Company reported a gain in the fair value of warrant liabilities of $3,019 and $50,888, respectively.
Change in fair value of November 2024 Debentures. For the three months ended March 31, 2026 , the Company reported a loss on the fair value of the November 2024 convertible debentures of $1,188,840.
Interest expense, net. For the three months ended March 31, 2026, interest expense, net decreased $161,433, or 14%, driven by reduced outstanding balances on the convertible senior secured term loans due to conversions in 2025.
Liquidity and Capital Resources
The Company has incurred recurring losses each year since its inception and currently does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company continues to develop its principal products and conduct research and development activities. The Company currently funds its operations with cash on hand, availability under the November 2024 Debentures (see Note 8 - "Notes Payable"), the Equity Purchase Facility Agreement (see Note 15 - "Common Stock") and the offer and sale of additional shares of Common Stock under the At The Market Offering Agreement (see Note 15 - "Common Stock" and Note 23 - "Subsequent Events"). The Company may require additional liquidity to continue its operations over the next twelve months. While a current investor has expressed an intention to provide financial support, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company's ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt about the Company's ability to continue as a going concern for a period of at least twelve months from the date the March 31, 2026 financial statements were issued.
As of March 31, 2026, the Company had $5,285,230 of cash and cash equivalents.
Significant sources and uses of cash during the three months ended March 31, 2026 and 2025
Sources of cash:
•During the three months ended March 31, 2026, the Company received net proceeds of $5,276,843 from financing activities attributable to proceeds from November 2024 debentures and the ATM share offering.
•During the three months ended March 31, 2025, the Company received net proceeds of $19,438,121 from equity financing attributable to the ATM share offering.
Uses of cash:
•Cash used in operating activities was $7,005,769 and $6,649,394 during the three months ended March 31, 2026 and 2025, respectively.
•Cash used in investing activities during the three months ended March 31, 2025 related to the acquisition of SeaTrepid of $3,871,992 and capital expenditures of $47,989.
Critical Accounting Policies and Estimates
Management's discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements included in this Form 10-Q, which have been prepared in accordance to US GAAP. Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently
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uncertain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Please refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with SEC for a complete discussion of our critical accounting estimates.
There have been no significant changes to our accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Next expected filings
- ~2026-08-11 10-Q expected by 2026-08-11 (in 33 days)
- ~2026-11-14 10-Q expected by 2026-11-14 (in 128 days)
- ~2027-04-17 10-K expected by 2027-04-06 (in 282 days)
- ~2027-05-14 10-Q expected by 2027-05-14 (in 309 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-07-09 8-K Material Modification to Rights; Bylaws/Articles Amended; Financial Statements and Exhibits
- 2026-07-02 S-8 Employee Benefit Plan Registration
- 2026-06-30 8-K Material Agreement Entered; Unregistered Equity Sale; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2026-06-22 S-1/A AMENDMENT NO. 1 TO FORM S-1
- 2026-06-08 8-K/A Officer/Director Change; Financial Statements and Exhibits
- 2026-06-03 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
- 2026-05-14 10-Q Quarterly Report
- 2026-05-13 8-K Material Agreement Entered; Material Financial Obligation; Unregistered Equity Sale; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-05-13 S-1 REGISTRATION STATEMENT
- 2026-04-30 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2026-04-21 8-K/A Material Modification to Rights; Bylaws/Articles Amended; Other Events; Financial Statements and Exhibits
- 2026-04-21 10-K/A Annual Report (Amended)
- 2026-04-17 8-K Material Modification to Rights; Bylaws/Articles Amended; Other Events; Financial Statements and Exhibits
- 2026-04-15 10-K Annual Report
- 2026-04-07 8-K/A Material Agreement Entered; Completion of Acquisition/Disposition; Material Financial Obligation