SEC Comment Letter 0000000000-23-000497 to Nauticus Robotics, Inc. (KITT)
Nauticus Robotics, Inc.
Date: Jan. 18, 2023 · CIK: 0001849820 · Accession: 0000000000-23-000497
AI Filing Summary & Sentiment
File numbers found in text: 333-267375
Letter
United States securities and exchange commission logo January 18, 2023 Eli Spiro Chairman and Chief Executive Officer Nauticus Robotics, Inc. 207 West 25th Street, 9th Floor New York, NY 10001 Re:Nauticus Robotics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 28, 2022 File No. 333-267375 Dear Eli Spiro: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 4, 2022 letter. Amendment No. 1 to Registration Statement on Form S-1 Prospectus Summary Lock-up Agreement and Arrangements, page 7 1.Revise to update your discussion of the various lock-up agreements to clarify the specific dates upon which the agreements expired or will expire. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity, page 63 2.We note your response to prior comment 7 and the revised disclosure addressing certain payment and delivery delays. Here and in the prospectus summary and risk factors sections, please address the disparity between the projected revenues and the actual
FirstName LastNameEli Spiro Comapany NameNauticus Robotics, Inc. January 18, 2023 Page 2 FirstName LastName Eli Spiro Nauticus Robotics, Inc. January 18, 2023 Page 2 revenues for 2022, and clarify whether the company is dependent upon revenue from new contracts to fund its operations over the course of the next year. In this regard, we note the assertion on page 63 that "available cash on-hand together with the revenue from its existing and new contracts and the ability to reduce costs as necessary will provide [the company] with sufficient cash from operations to meet its obligations for at least one year from the issuance date of this report." Please also provide related risk factor disclosure. General 3.We note your response to prior comment 1. Given that you are now seeking to register the offer and sale of additional securities, disclose the price that each selling securityholder or group of selling securityholders paid for such securities on the cover page. Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Michael Blankenship
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United States securities and exchange commission logo
January 18, 2023
Eli Spiro
Chairman and Chief Executive Officer
Nauticus Robotics, Inc.
207 West 25th Street, 9th Floor
New York, NY 10001
Re:Nauticus Robotics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 28, 2022
File No. 333-267375
Dear Eli Spiro:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 4, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Lock-up Agreement and Arrangements, page 7
1.Revise to update your discussion of the various lock-up agreements to clarify the specific
dates upon which the agreements expired or will expire.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity, page 63
2.We note your response to prior comment 7 and the revised disclosure addressing certain
payment and delivery delays. Here and in the prospectus summary and risk factors
sections, please address the disparity between the projected revenues and the actual
FirstName LastNameEli Spiro
Comapany NameNauticus Robotics, Inc.
January 18, 2023 Page 2
FirstName LastName
Eli Spiro
Nauticus Robotics, Inc.
January 18, 2023
Page 2
revenues for 2022, and clarify whether the company is dependent upon revenue from new
contracts to fund its operations over the course of the next year. In this regard, we note
the assertion on page 63 that "available cash on-hand together with the revenue from its
existing and new contracts and the ability to reduce costs as necessary will provide [the
company] with sufficient cash from operations to meet its obligations for at least one year
from the issuance date of this report." Please also provide related risk factor disclosure.
General
3.We note your response to prior comment 1. Given that you are now seeking to register
the offer and sale of additional securities, disclose the price that each selling
securityholder or group of selling securityholders paid for such securities on the cover
page.
Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Michael Blankenship