SEC Comment Letter 0000000000-23-008968 to Nauticus Robotics, Inc. (KITT)
Nauticus Robotics, Inc.
Date: Aug. 17, 2023 · CIK: 0001849820 · Accession: 0000000000-23-008968
AI Filing Summary & Sentiment
File numbers found in text: 001-40611
Letter
United States securities and exchange commission logo August 16, 2023 Nicolaus Radford Chief Executive Officer Nauticus Robotics, Inc. 17146 Feathercraft Lane Suite 450 Webster, TX 77598 Re:Nauticus Robotics, Inc. Item 4.02 Form 8-K filed August 16, 2023 File No. 001-40611 Dear Nicolaus Radford: We have reviewed your filing and have the following comment. Our comment may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Item 4.02 Form 8-K Filed August 16, 2023 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, page 1 1.Please explain to us why the restatement related to the untimely recognition of the accrued liability and expense arising from liquidated damages due pursuant to the Registration Rights Agreement (RRA) only impacted the March 31, 2023 financial statements. In your response, clarify whether the company was in compliance with the terms of the September 9, 2022 RRA at year-end. If not, tell us why you believe the liability for liquidated damages was not probable and estimable in fiscal 2022. Please provide the specific terms of the RRA that support your conclusions. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameNicolaus Radford Comapany NameNauticus Robotics, Inc. August 16, 2023 Page 2 FirstName LastName Nicolaus Radford Nauticus Robotics, Inc. August 16, 2023 Page 2 You may contact Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Michael Blankeship
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United States securities and exchange commission logo
August 16, 2023
Nicolaus Radford
Chief Executive Officer
Nauticus Robotics, Inc.
17146 Feathercraft Lane
Suite 450
Webster, TX 77598
Re:Nauticus Robotics, Inc.
Item 4.02 Form 8-K filed August 16, 2023
File No. 001-40611
Dear Nicolaus Radford:
We have reviewed your filing and have the following comment. Our comment may ask
you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Item 4.02 Form 8-K Filed August 16, 2023
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review, page 1
1.Please explain to us why the restatement related to the untimely recognition of the accrued
liability and expense arising from liquidated damages due pursuant to the Registration
Rights Agreement (RRA) only impacted the March 31, 2023 financial statements. In your
response, clarify whether the company was in compliance with the terms of the September
9, 2022 RRA at year-end. If not, tell us why you believe the liability for liquidated
damages was not probable and estimable in fiscal 2022. Please provide the specific terms
of the RRA that support your conclusions.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameNicolaus Radford
Comapany NameNauticus Robotics, Inc.
August 16, 2023 Page 2
FirstName LastName
Nicolaus Radford
Nauticus Robotics, Inc.
August 16, 2023
Page 2
You may contact Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Michael Blankeship