Nauticus Robotics, Inc. Signs Non-Binding Letter of Intent for Strategic Investment of Up to $50 Million

What the company announced

Nauticus Robotics announced that it has entered into a non-binding letter of intent with a strategic investor contemplating a private placement equity investment of up to $50 million in the Company. The company described the proposed investment as intended to support Nauticus Robotics' Vision and said the Board of Directors is evaluating the proposed material transaction consistent with its fiduciary duties and is considering the engagement of an independent financial advisor to assist the Board in its evaluation. This announcement comes in the form of a company press release and should be treated as an issuer disclosure rather than independent verification.

Sources: S1

Terms, conditions, and potential effects disclosed

The press release emphasizes that the LOI is non-binding and does not obligate the investor to provide funding. The proposed investment remains subject to due diligence, negotiation and execution of definitive agreements, applicable approvals and satisfaction of any closing conditions. Nauticus cautioned that depending on the final terms, the investment could result in dilution to existing stockholders and/or a change of control of the Company, and that there can be no assurance definitive agreements will be entered into or that the proposed transaction will be completed on the terms currently contemplated, or at all.

Sources: S1

Company background and forward-looking statements

The release describes Nauticus Robotics as a developer of autonomous subsea robotic systems and autonomy software and summarizes the company business model, including use of robotic systems for service, selling vehicles and components, and licensing related software. The press release contains the company's cautionary language about forward-looking statements, noting such statements are based on management's current expectations and involve risks and uncertainties, and that Nauticus is not under an obligation to update forward-looking statements except as required by law.

Sources: S1

What remains uncertain

• The LOI is non-binding and the press release states the investor is not obligated to provide funding; definitive agreements, due diligence, approvals, and closing conditions remain outstanding.
• All transactional details, including final economic terms and the identity of the strategic investor, are not disclosed in the press release and therefore are not independently verified here.
• Forward-looking statements in the release are subject to the risks and qualifications described by the company and have not been independently validated.