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FALSE0001849820December 3100018498202025-08-152025-08-150001849820us-gaap:CommonStockMember2025-08-152025-08-150001849820us-gaap:WarrantMember2025-08-152025-08-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 15, 2025
NAUTICUS ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-40611 87-1699753
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
17146 Feathercraft Lane, Suite 450, Webster, TX 77598
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281) 942-9069
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock KITT The Nasdaq Stock Market LLC
Warrants KITTW The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 15, 2025, the Board of Directors of Nauticus Robotics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws (“Amendment No. 1 to the Amended and Restated By-laws”) to reduce the quorum needed for all meetings of stockholders to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at the meeting, present in person or represented by proxy.

The foregoing description of Amendment No. 1 to the Amended and Restated By-laws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of Amendment No. 1 to the Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
3.1
104 Cover Page Interactive Data File (formatted as Inline XBRL).




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 19, 2025 Nauticus Robotics, Inc.
By: /s/ John Symington
Name: John Symington
Title: General Counsel

EX-3.1 2 kitt-ex31toform8xkamendm.htm EX-3.1 kitt-ex31toform8xkamendm
Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS OF NAUTICUS ROBOTICS, INC. This Amendment No. 1 to the Amended and Restated By-laws (as currently in effect prior to Amendment No. 1, the “By-laws”) of Nauticus Robotics, Inc., a Delaware corporation (the “Corporation”), is effective as of August 15, 2025. ARTICLE I, SECTION 1.6 of the By-laws entitled “Quorum” is hereby amended and restated in its entirety to read as follows: 1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of one-third (33.33%) in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of one-third (33.33%) in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. Except as modified by this Amendment No. 1 to the By-laws, the By-laws remain unchanged and, as modified, continue in full force and effect.