{"filing":{"accession_number":"0001849820-26-000101","cik":"0001849820","ticker":"KITTW","company_name":"Nauticus Robotics, Inc.","form":"8-K","filing_date":"2026-06-30","report_date":null,"primary_document":"kitt-20260626.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1849820/000184982026000101/kitt-20260626.htm"},"events":[{"id":14864,"run_id":13249,"accession_number":"0001849820-26-000101","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Nauticus Robotics exchanged approximately $4.0 million of outstanding secured convertible term loan indebtedness for 4,800 shares of Series C Convertible Preferred Stock, materially altering the company's capital structure and shareholder equity base while supporting Nasdaq compliance with stockholders' equity requirements.","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12429,"accession_number":"0001849820-26-000101","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.35,"reasoning":"The filing discloses an exchange agreement converting approximately $4.0 million of outstanding secured convertible term loan indebtedness into 4,800 shares of Series C Preferred Stock. While this is technically a debt-to-equity conversion rather than new debt creation, the Item 1.01 classification and the material nature of the transaction (reducing debt, increasing equity, supporting Nasdaq compliance) suggest a capital structure event. However, this could also be classified as a dilutive_issuance (equity issuance) or financial_other (debt restructuring). The most defensible classification is debt_issuance given the Item 1.01 context and the transaction's focus on modifying the Company's existing debt obligations, though the confidence is moderate due to the hybrid debt-equity nature of the exchange.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12430,"accession_number":"0001849820-26-000101","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses an unregistered issuance of 4,800 shares of Series C Convertible Preferred Stock in exchange for approximately $4.0 million of outstanding indebtedness. While technically a debt-for-equity exchange (which could be classified as financial_other), the Item 3.02 classification and the explicit focus on the equity issuance itself—combined with the material dilutive impact to existing shareholders and the company's stated need to \"maintain compliance with Nasdaq's stockholders' equity requirements\"—indicates this is best classified as a dilutive_issuance. The transaction is material to investors as it significantly alters the capital structure and shareholder equity base.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12431,"accession_number":"0001849820-26-000101","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses an exchange agreement converting approximately $4.0 million of outstanding indebtedness into 4,800 shares of Series C Convertible Preferred Stock. While this is fundamentally a debt-for-equity conversion that reduces debt and increases equity, the core transaction involves the creation or modification of a financial obligation (the preferred stock issuance). However, this could also be classified as a dilutive_issuance since it involves the issuance of equity securities (preferred stock) in exchange for debt reduction. The ambiguity between debt restructuring and dilutive equity issuance creates genuine uncertainty about the best-fit category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12432,"accession_number":"0001849820-26-000101","item_number":"8.01","item_title":"Other Events","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses an exchange agreement converting approximately $4.0 million of outstanding indebtedness into 4,800 shares of Series C Convertible Preferred Stock. While this is fundamentally a debt-to-equity conversion that reduces debt and increases equity, the core transaction involves the creation of a new direct financial obligation (the preferred stock issuance) in exchange for elimination of existing debt. However, this could also be classified as a dilutive_issuance since it involves issuance of equity securities (preferred stock) to an existing lender. The ambiguity between debt restructuring and dilutive equity issuance creates genuine uncertainty about the best classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12429,"accession_number":"0001849820-26-000101","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.35,"reasoning":"The filing discloses an exchange agreement converting approximately $4.0 million of outstanding secured convertible term loan indebtedness into 4,800 shares of Series C Preferred Stock. While this is technically a debt-to-equity conversion rather than new debt creation, the Item 1.01 classification and the material nature of the transaction (reducing debt, increasing equity, supporting Nasdaq compliance) suggest a capital structure event. However, this could also be classified as a dilutive_issuance (equity issuance) or financial_other (debt restructuring). The most defensible classification is debt_issuance given the Item 1.01 context and the transaction's focus on modifying the Company's existing debt obligations, though the confidence is moderate due to the hybrid debt-equity nature of the exchange.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-06-30"},{"id":12430,"accession_number":"0001849820-26-000101","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses an unregistered issuance of 4,800 shares of Series C Convertible Preferred Stock in exchange for approximately $4.0 million of outstanding indebtedness. While technically a debt-for-equity exchange (which could be classified as financial_other), the Item 3.02 classification and the explicit focus on the equity issuance itself—combined with the material dilutive impact to existing shareholders and the company's stated need to \"maintain compliance with Nasdaq's stockholders' equity requirements\"—indicates this is best classified as a dilutive_issuance. The transaction is material to investors as it significantly alters the capital structure and shareholder equity base.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-06-30"},{"id":12431,"accession_number":"0001849820-26-000101","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses an exchange agreement converting approximately $4.0 million of outstanding indebtedness into 4,800 shares of Series C Convertible Preferred Stock. While this is fundamentally a debt-for-equity conversion that reduces debt and increases equity, the core transaction involves the creation or modification of a financial obligation (the preferred stock issuance). However, this could also be classified as a dilutive_issuance since it involves the issuance of equity securities (preferred stock) in exchange for debt reduction. The ambiguity between debt restructuring and dilutive equity issuance creates genuine uncertainty about the best-fit category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-06-30"},{"id":12432,"accession_number":"0001849820-26-000101","item_number":"8.01","item_title":"Other Events","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses an exchange agreement converting approximately $4.0 million of outstanding indebtedness into 4,800 shares of Series C Convertible Preferred Stock. While this is fundamentally a debt-to-equity conversion that reduces debt and increases equity, the core transaction involves the creation of a new direct financial obligation (the preferred stock issuance) in exchange for elimination of existing debt. However, this could also be classified as a dilutive_issuance since it involves issuance of equity securities (preferred stock) to an existing lender. The ambiguity between debt restructuring and dilutive equity issuance creates genuine uncertainty about the best classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-30T12:16:51.218298+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-06-30"}]}