Nauticus Robotics Supplement to Proxy Statement

TL;DR

Nauticus Robotics (formerly Cleantech Acquisition) has a shareholder meeting Nov 21, 2025 - proxy statement supplement filed.

AI Summary

Nauticus Robotics, Inc. is filing a supplement to its definitive proxy statement for a special meeting of shareholders scheduled for November 21, 2025. The filing concerns proposals to be voted on by shareholders, though the specific details of these proposals are not elaborated in this excerpt. The company was formerly known as Cleantech Acquisition Corp. before changing its name on March 8, 2021.

Why It Matters

This filing is important for shareholders as it provides updated information and proposals for the upcoming special meeting, allowing them to make informed voting decisions.

Risk Assessment

Risk Level: low — This filing is a routine supplement to a proxy statement and does not contain new material financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• Nauticus Robotics, Inc. (company) — Registrant
• Cleantech Acquisition Corp. (company) — Former company name
• November 21, 2025 (date) — Date of Special Meeting
• March 8, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — eferred stock of the Company, par value $0.0001 per share ("Preferred Stock"). As of Oc

Filing Documents

• defa14aproposal3.htm (DEFA14A) — 42KB
• 0001849820-25-000263.txt ( ) — 43KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement x Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 NAUTICUS ROBOTICS, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box) x No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Nauticus Robotics, Inc. Supplement to Definitive Proxy Statement regarding Special Meeting of Shareholders on November 21, 2025 The Board of Directors (the "Board") of the Nauticus Robotics, Inc. (the "Company") has approved an additional Proposal 3 (the "Supplement") in the Company's definitive proxy statement (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on September 25, 2025 regarding the Special Meeting (the "Special Meeting") scheduled for November 21, 2025. This Supplement is being filed with the SEC on or about October 27, 2025. The purpose of the Supplement is to request shareholder approval to increase the number of shares of authorized Common Stock from 625,000,000 to 5,000,000,000. Proposal 3 is hereby added to the agenda of the Special Meeting to read as follows After careful consideration, the Board has adopted, declared advisable and directed that there be submitted to the stockholders at the Special Meeting a proposed amendment (the "Authorized Share Amendment") of our Second Amended and Restated Certificate of Incorporation (the "Charter") to increase the number of shares of authorized Common Stock from 625,000,000 to 5,000,000,000. Background Article IV of our Charter currently authorizes the Company to issue up to 625,000,000 shares of Common Stock and 10,000,000 shares of preferred stock of the Company, par value $0.0001 per share ("Preferred Stock"). As of October 24, 2025, 6,848,891 shares of Common Stock were issued, including no shares held as treasury shares, with warrants outstanding to purchase up to an aggregate of 60,602 shares of Common Stock, 630,225 shares of Common Stock underlying outstanding convertible term loans, 230,662 shares of Common Stock underlying outstanding convertible debentures, 2,308,536 shares of Common Stock underlying outstanding convertible preferred equity, 1,880 shares of Common Stock underlying stock options under the Company's equity incentive plan, and 143,133 shares of Common Stock reserved for possible future issuance pursuant to the remaining authorized and unissued stock awards under the Company's equity incentive plan. The adoption of the proposed Authorized Shares Amendment would provide for an additional 4,375,000,000 authorized shares of Common Stock for future issuance, which would bring the aggregate total of authorized shares of capital stock to 5,010,000,000, composed of 5,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. The Authorized Shares Amendment amends and restates the first sentence of Article IV of our Charter in its entirety to read as follows The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares of capital stock which the Corporation shall have authority to issue is 5,010,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 5,000,000,000, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, having a par value of $0.0001 per share. Reasons for Seeking Stockholder Approval A proposed amendment to our Charter is to ensure that the Company has a sufficient number of authorized shares of our Common Stock for future corporate needs. The additional shares of our Common Stock may be used for various purposes without further stockholder approval (except as required, or limited, by law or the Nasdaq Marketplace Rules (the "Nasdaq Listing Rules")). These purposes may include (i) raising capital, if the Company has an appropriate opportunity, through offerings of Common Stock or securities that are convertible into Common Stock (ii) exchanging Common Stock or securities that are convertible into Common Stock for other outstanding securities (iii) providing equity incentives to employees, officers, directors, customers, consultants, or advisors (iv) expanding the Company's business through the acquisition of other businesses or assets (v) stock splits, dividends, and similar transactions (vi) debt or equity

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View this DEFA14A filing on SEC EDGAR