{"filing":{"accession_number":"0001849820-26-000142","cik":"0001849820","ticker":"KITTW","company_name":"Nauticus Robotics, Inc.","form":"8-K","filing_date":"2026-09-23","report_date":"2026-09-23","primary_document":"kitt-20260923.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1849820/000184982026000142/kitt-20260923.htm"},"events":[{"id":34508,"run_id":31752,"accession_number":"0001849820-26-000142","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Nauticus Robotics approved and implemented a 1-for-6 reverse stock split effective September 24, 2026, following shareholder approval at the May 27, 2026 annual meeting. The primary objective is to increase the share price to comply with Nasdaq Capital Market's minimum bid price requirement and mitigate delisting risk.","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38250,"accession_number":"0001849820-26-000142","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a 1-for-6 reverse stock split approved by the Board and stockholders, effective September 24, 2026. This is a material modification to the rights of security holders under Item 3.03, as it consolidates shares and adjusts ownership structure. While the reverse split itself does not change ownership percentages or overall value, it is a governance action materially affecting the form and trading characteristics of the security, and the company explicitly states the primary objective is to comply with Nasdaq's minimum bid price requirement—indicating potential delisting risk mitigation. This is best classified as a governance event rather than a specific terminal or financial category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:37:53.384223+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38251,"accession_number":"0001849820-26-000142","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns a 1-for-6 reverse stock split approved by the Board and stockholders, effective September 24, 2026. While a reverse split is a corporate governance action requiring amendment to the Certificate of Incorporation, it is a routine capital structure adjustment that does not change shareholders' ownership percentages, voting power, or the company's underlying value. The filing explicitly states that \"each stockholder's percentage ownership interest in the Company and proportional voting power will remain virtually unchanged\" and \"the rights and privileges of the holders of shares of the Company's common stock will be substantially unaffected.\" This is a procedural governance matter, not a material event affecting investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:37:53.384223+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38252,"accession_number":"0001849820-26-000142","item_number":"8.01","item_title":"Other Events.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure announces a 1-for-6 reverse stock split effective September 24, 2026, following shareholder approval at the May 27, 2026 annual meeting. The primary stated objective is to increase share price to comply with Nasdaq Capital Market's minimum bid price requirement. While a reverse split is a capital structure adjustment rather than a traditional governance event, it is a material corporate action approved by shareholders and the board that affects all shareholders' holdings and the company's listing status. This is best classified as a governance matter (shareholder-approved corporate action) that does not fit the specific named governance categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:37:53.384223+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38250,"accession_number":"0001849820-26-000142","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a 1-for-6 reverse stock split approved by the Board and stockholders, effective September 24, 2026. This is a material modification to the rights of security holders under Item 3.03, as it consolidates shares and adjusts ownership structure. While the reverse split itself does not change ownership percentages or overall value, it is a governance action materially affecting the form and trading characteristics of the security, and the company explicitly states the primary objective is to comply with Nasdaq's minimum bid price requirement—indicating potential delisting risk mitigation. This is best classified as a governance event rather than a specific terminal or financial category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:37:53.384223+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-09-23"},{"id":38251,"accession_number":"0001849820-26-000142","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns a 1-for-6 reverse stock split approved by the Board and stockholders, effective September 24, 2026. While a reverse split is a corporate governance action requiring amendment to the Certificate of Incorporation, it is a routine capital structure adjustment that does not change shareholders' ownership percentages, voting power, or the company's underlying value. The filing explicitly states that \"each stockholder's percentage ownership interest in the Company and proportional voting power will remain virtually unchanged\" and \"the rights and privileges of the holders of shares of the Company's common stock will be substantially unaffected.\" This is a procedural governance matter, not a material event affecting investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:37:53.384223+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-09-23"},{"id":38252,"accession_number":"0001849820-26-000142","item_number":"8.01","item_title":"Other Events.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure announces a 1-for-6 reverse stock split effective September 24, 2026, following shareholder approval at the May 27, 2026 annual meeting. The primary stated objective is to increase share price to comply with Nasdaq Capital Market's minimum bid price requirement. While a reverse split is a capital structure adjustment rather than a traditional governance event, it is a material corporate action approved by shareholders and the board that affects all shareholders' holdings and the company's listing status. This is best classified as a governance matter (shareholder-approved corporate action) that does not fit the specific named governance categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:37:53.384223+00:00","company_name":"Nauticus Robotics, Inc.","ticker":"KITTW","filing_date":"2026-09-23"}]}
