🧾 What This Document Is

This is a PRE 14A, a "preliminary proxy statement." Think of it as a formal "meeting agenda" and "voting guide" that Nauticus Robotics must file with the SEC before its annual shareholder meeting.

👉 In simple terms: The company is telling shareholders, "Here's what we want to vote on, here's why, and here's the information you need to decide." The final, official version will be sent out before the meeting.

📅 The Meeting: May 27, 2026, at 10:00 am CDT in Houston, Texas.

🏢 What The Company Does

👉 In simple terms: Nauticus Robotics develops and builds autonomous robots and vehicles for the ocean. They make "AUVs" (Autonomous Underwater Vehicles) and related systems for tasks like subsea inspection, data collection, and defense applications. It's a high-tech company in the marine/offshore robotics industry.

🚨 The Big Picture: Why This Meeting Matters

This isn't just a routine annual meeting. The proposals signal a company at a critical financial crossroads, trying to fix its stock price and financial structure to stay in business and remain listed on the NASDAQ exchange. Several items are survival maneuvers.

📊 The Six Proposals to Vote On

Here’s what shareholders are being asked to approve:

1. 👥 Elect Two Directors: Vote for Dr. Jim Bellingham and Dr. Adam Sharkawy to serve until 2029. (Standard governance).
2. ✅ Ratify the Auditor: Approve WithumSmith + Brown as the company's accounting firm for 2026. (They recently switched auditors).
3. 🔄 Authorize a Reverse Stock Split (THE KEY ITEM): Give the Board power to do one or more reverse splits at any ratio from 1-for-5 up to 1-for-250.
   • Why it matters: This is a desperate move to boost the stock price above $1 to avoid being delisted from NASDAQ. They already did one reverse split in Sept. 2025, and it wasn't enough. A 1:250 split would turn 250 current shares into just 1 new share.
4. 📈 Increase Authorized Shares: Raise the total number of shares the company can issue from 625 million to 1.5 billion.
   • Why it matters: After a reverse split, fewer shares are "outstanding." This proposal creates a huge new pool of shares the company can use for future fundraising, acquisitions, or paying employees. Risk: It can massively dilute current shareholders.
5. 💎 Expand the Employee Stock Plan: Increase the shares reserved for the "2022 Omnibus Incentive Plan" to 6,000,000 shares. (To attract/retain talent with stock awards).
6. ⏸️ Adjournment Proposal: Allow the meeting to be postponed if needed to get more votes for the other proposals. (A procedural tool to ensure passage).

🔍 Deep Dive: The Reverse Stock Split (Item 3)

This is the most critical proposal. The company is asking for extreme flexibility (1:5 to 1:250) because it cannot predict its future stock price.

• The Goal: Get the stock price comfortably above $1 per share to meet NASDAQ listing rules and look more attractive to investors.
• The Reality: Reverse splits are often a sign of deep financial trouble. They reduce the number of shares but don't change the company's underlying value. The stock often drifts down after the initial bump.
• Key Detail: Any fractional shares from the split will be rounded up to a whole share. If you had 1.2 shares after a split, you'd get 2 shares.
• The Clock is Ticking: They must get their stock price above $1 by September 5, 2026, or NASDAQ will start the delisting process.

💰 Financial Position & Related Party Deals

The filing reveals a company heavily reliant on a few key investors, especially ATW Partners and Material Impact Fund II.

• Debt Conversion: The company has repeatedly swapped debt for stock. In 2025, ATW converted over $2 million in debentures into 4.5 million shares of common stock.
• New Preferred Stock: The company created Series A, B, and C Preferred Stock, which these major investors hold. These can be converted into large blocks of common stock, giving the investors significant influence.
• The Impact: As of April 2026, entities affiliated with ATW Partners could own up to 22.6% of the company, and Material Impact Fund II could own up to 25.1%, if they converted all their convertible securities. This is a highly concentrated ownership structure.
• Auditor Change: They switched their accounting firm from Whitley Penn to WithumSmith + Brown in December 2025. The old auditor noted a "material weakness" in financial controls due to a lack of experienced accounting staff.

👥 Board & Management

• The Board: 5 members. 4 are considered independent. William H. Flores is the Board Chair.
• CEO: John W. Gibson Jr., an energy industry veteran, has been CEO since January 2024.
• Notable Director: Dr. Adam Sharkawy (up for re-election) is a founder of Material Impact, one of the company's largest investors. This is a classic example of an investor taking a board seat.

⚖️ Strengths (👍) & Risks (⚠️)

👍 Strengths:

• Specialized technology in a niche market (marine robotics).
• Has established relationships with major investors (ATW, Material Impact) providing ongoing, albeit expensive, capital.
• Board includes experienced industry and technical experts.

⚠️ Major Risks:

• Financial Distress: The desperate need for reverse splits and continuous debt-for-equity swaps signal serious liquidity and solvency concerns.
• Massive Dilution: The combination of reverse splits (which reduce share count) followed by an increase in authorized shares (which allows for future issuance) is a classic setup for severe shareholder dilution.
• Delisting Threat: Failure to maintain a $1 stock price will lead to NASDAQ delisting, reducing liquidity and credibility.
• Controlling Investors: A few related entities hold significant convertibles and board seats, potentially limiting the influence of small shareholders.
• Operational Challenges: A "material weakness" in financial controls is a red flag for accounting reliability.

🧠 The Analogy

Nauticus Robotics is like a patient who has already had one major surgery (the Sept. 2025 reverse split) but is still sick. Now, the doctors (the Board) are asking the family (shareholders) for permission to perform any number of additional, increasingly drastic surgeries (reverse splits from 1:5 to 1:250) and to get a huge new line of credit (authorized shares) to keep trying to save the patient's life (stay listed on NASDAQ). The family is being asked to trust the doctors' judgment completely, even though the patient's long-term prognosis remains unclear.

🧩 Final Takeaway

Nauticus is fighting for its survival on the public markets. Shareholders are being asked to grant the Board sweeping, emergency powers to manipulate the share count and authorize massive future dilution in a last-ditch effort to avoid delisting. Approving these proposals supports the company's desperate restructuring plan but carries extreme risk of further devaluing existing shares.