SCHEDULE: Nauticus Robotics: Material Impact's Stake Shifts Post-Split

Material Impact Partners II and related entities updated their beneficial ownership in Nauticus Robotics to 21.5% following a reverse stock split and a temporary reduction in term loan conversion price.

Summary

• Reporting Persons (Material Impact Partners II, Material Impact Fund II, Adam Sharkawy, Carmichael Roberts) filed Amendment No. 4 to their Schedule 13D.
• The amendment reflects changes in beneficial ownership due to Nauticus Robotics' Series B Preferred Stock financing, a 1-for-9 reverse stock split on September 5, 2025, and a temporary reduction in the conversion price of September 2023 Term Loans.
• The Reporting Persons have not purchased or sold any shares of Common Stock since the filing of Amendment No. 3.
• As of October 28, 2025, Material Impact entities and Carmichael Roberts beneficially own 3,134,567 shares, representing 21.5% of the class.
• Adam Sharkawy beneficially owns 3,137,615 shares, also representing 21.5% of the class, including 3,048 shares held individually.
• The beneficial ownership includes shares from common stock, private warrants, January 2024 Term Loans, Series A Preferred Stock (assuming conversion at a floor price of $2.214), and accrued Series A Preferred Stock dividends.
• On October 25, 2025, the conversion price of the September 2023 Term Loans was temporarily reduced from $1,944 to $1.76, effective until November 7, 2025.
• If the September 2023 Term Loans were converted at the temporary price of $1.76, the Reporting Persons' beneficial ownership would increase to 1,412,760 shares from these loans, and their overall percentage of the class would rise to 28.4%.

Sentiment

Score: 5

Explanation: The filing is neutral as it primarily reports changes in beneficial ownership and capital structure adjustments (reverse split, term loan conversion price reduction). While the reverse split and term loan price reduction could be seen negatively, the filing itself is a factual update without explicit positive or negative framing of company performance.

Positives

• The temporary reduction in the September 2023 Term Loan conversion price to $1.76 offers a significant opportunity for lenders to convert debt into equity at a more favorable rate, potentially increasing their ownership to 28.4%.

Negatives

• The Issuer's 1-for-9 reverse stock split on September 5, 2025, often indicates a company's struggle to maintain a minimum share price or improve market perception, which can be a negative signal.
• The need for a temporary reduction in the term loan conversion price suggests potential financial pressure or a need to incentivize conversion, which could dilute existing shareholders if exercised.

Risks

• Fluctuations in the Volume Weighted Average Price (VWAP) of the Common Stock could alter the number of shares underlying the Series A Preferred Stock, potentially impacting the Reporting Persons' percentage ownership.
• The temporary nature of the reduced conversion price for the September 2023 Term Loans means that if not converted by November 7, 2025, the conversion price reverts to $1,944, significantly reducing the number of shares issuable.
• The reverse stock split could lead to reduced liquidity and investor interest, despite the intention to improve share price.

Future Outlook

The filing indicates that the number of shares underlying Series A Preferred Stock will fluctuate based on the Volume Weighted Average Price (VWAP) of the Common Stock. The temporary reduction in the September 2023 Term Loan conversion price is set to expire on November 7, 2025, after which the conversion price will revert to its original higher value.

Management Comments

• Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

Industry Context

This filing primarily concerns changes in beneficial ownership and capital structure adjustments for Nauticus Robotics, rather than broader industry trends. The reverse stock split and term loan conversion price adjustments are company-specific actions to manage its capital and share structure.

Comparison to Industry Standards

• NA

Related Party Transactions

• The September 2023 Term Loan Reduction Agreement was entered into between the Issuer and MIF II (Material Impact Fund II, L.P.), which is a Reporting Person and thus a related party.

Stakeholder Impact

• Shareholders: The reverse stock split reduces the number of outstanding shares, potentially increasing the per-share price but not the overall value of holdings. The potential for increased dilution if term loans are converted at the temporary lower price could impact existing common shareholders.
• Lenders (Material Impact Fund II): The temporary reduction in the conversion price of the September 2023 Term Loans provides a favorable window for Material Impact Fund II to convert debt into equity, potentially increasing their ownership stake significantly.

Next Steps

• The September 2023 Term Loan Reduction Period will end on November 7, 2025, at which point the conversion price will revert to $1,944.
• The number of shares underlying the Series A Preferred Stock will continue to fluctuate based on the VWAP Price.

Key Dates

Recommendation

The filing details significant capital structure adjustments, including a reverse stock split and a temporary, favorable conversion price for term loans held by a major investor. While the reverse split often signals underlying challenges, the temporary debt-to-equity conversion opportunity for Material Impact could lead to increased insider ownership, which can be a positive. However, without further operational or financial performance data, a 'hold' recommendation is prudent. Investors should monitor the impact of the reverse split on liquidity and the outcome of the term loan conversion period.

Keywords

Nauticus Robotics, Schedule 13D/A, Beneficial Ownership, Material Impact Partners, Reverse Stock Split, Term Loan Conversion, Series A Preferred Stock, Equity Financing, SEC Filing, Shareholder Update