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                              October 4, 2022

       Eli Spiro
       Chairman and Chief Executive Officer
       Nauticus Robotics, Inc.
       207 West 25th Street, 9th Floor
       New York, NY 10001

                                                        Re: Nauticus Robotics,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 12,
2022
                                                            File No. 333-267375

       Dear Eli Spiro:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-1 Filed September 12, 2022

       Cover Page

   1.                                                   Disclose, if true, that
the 3,530,000 shares of common stock being registered for resale
                                                        were issued to certain
institutions and accredited investors in a private placement (the
                                                           PIPE Investment   )
upon the closing of the Business Combination. Disclose the price
                                                        that each selling
securityholder paid for such securities. Highlight any differences in the
                                                        current trading price,
the prices that the selling securityholders acquired their shares and
                                                        the price that the
public securityholders acquired their shares. Disclose that the selling
                                                        securityholders may
experience a positive rate of return based on the current trading price,
                                                        while the public
securityholders may not experience a similar rate of return on the
                                                        securities they
purchased due to differences in the purchase prices and the current trading
                                                        price and include any
appropriate risk factor disclosure.
 Eli Spiro
FirstName   LastNameEli
Nauticus Robotics, Inc. Spiro
Comapany
October     NameNauticus Robotics, Inc.
         4, 2022
October
Page 2 4, 2022 Page 2
FirstName LastName
2.       We note the significant amount of CLAQ common stock redeemed in
connection with the
         business combination and that the shares being registered for resale
will constitute a
         considerable percentage of your public float. Highlight the
significant negative impact
         sales of shares on this registration statement could have on the
public trading price of your
         common stock.
Prospectus Summary, page 1

3.       Disclose the exercise price of your warrants compared to the market
price of the
         underlying securities. If the warrants are out the money, please
disclose the likelihood
         that warrant holders will not exercise their warrants. Provide similar
disclosure in your
         risk factors, MD&A and use of proceeds section and disclose that cash
proceeds
         associated with the exercises of the warrants are dependent on the
stock price. As
         applicable, describe the impact on your liquidity and update the
discussion on the ability
         of your company to fund your operations on a prospective basis with
your current cash on
         hand. If the company is likely to have to seek additional capital,
discuss the effect of this
         offering on the company   s ability to raise additional capital.
Services and Revenue, page 4

4.       You disclose on page 6 a breakdown of the actual and projected revenue
by services and
         direct product sales. We note that the projections for years 2022
through 2024 appear to
         differ from those provided to and relied upon by CLAQ and its board,
as disclosed in your
         registration statement filed in connection with the business
combination transaction.
         Revise your disclosure to identify and discuss any changes in the
updated projections
         compared to those disclosed in connection with approval of the
business combination.
         Additionally, with a view toward further revisions, please tell us
when and why the
         revised projections were prepared and who they were distributed to
prior to the business
         combination.
Risk Factors, page 13

5.       Provide risk factor disclosure advising as to specific sources of
potential dilution holders
         of your common stock may experience. The risk factor should discuss
potential dilution
         from your public and private warrants, earnout shares, and options as
well as the common
         stock issuable upon conversion of the debentures and exercise of the
warrants issued in
         your PIPE financing.
Future sales of shares of the Combined Company   s common stock may depress its
stock price.,
page 47

6.       Revise your risk factor disclosure to highlight the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of
         your common stock. To illustrate this risk, disclose the purchase
price of the securities
         being registered for resale and the percentage that these shares
currently represent of the
 Eli Spiro
Nauticus Robotics, Inc.
October 4, 2022
Page 3
         total number of shares outstanding. Your statement that    [f]uture
sales of your common
         stock may depress the market price of your securities should be
updated given that this
         prospectus is facilitating those sales.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Nauticus, page 61

7.       We note that the projected revenues for 2022 were $23.4 million, as
set forth in the
         unaudited prospective financial information management prepared and
provided to the
         CLAQ Board and CLAQ in connection with the evaluation of the Business
Combination,
         including $22.0 million in committed orders. We also note that your
actual revenues for
         the six months ended June 30, 2022 was approximately $5.225 million.
It appears that
         you may miss your 2022 revenue projection. Please update your
disclosure in the
         Liquidity and Capital Resources section, and elsewhere, to provide
updated information
         about the company   s financial position and any additional risks to
the business operations
         and liquidity in light of these circumstances.
Material Contracts, page 89

8.       We note your representation that various manufacturing and supply
agreements are
         included as exhibits to this registration statement. This reference
appears to have been
         inadvertently included in this registration statement. Please revise
to update your
         disclosures throughout the filing and address areas that appear to
need updating or that
         present inconsistencies in light of the fact that the business
combination contemplated by
         the Merger Agreement was consummated on September 9, 2022.
Selling Stockholders, page 115

9.       Revise your tabular disclosure to include columns showing the shares
of common stock
         owned before and after the offering by the selling stockholders as a
percentage of your
         issued and outstanding shares.
10.    We note your disclosure on page 115 that "[e]xcept for the ownership of
the shares of
       Common Stock, the Selling Stockholders have not had any material
relationship with us
       within the past three years." It appears, however, that some of the
selling stockholders
       have participated in certain related party transactions with the
company. Please advise or
       revise.
FirstName LastNameEli Spiro
Exhibits
Comapany NameNauticus Robotics, Inc.
OctoberPlease
11.            filePage
         4, 2022    the PIPE
                        3    subscription agreement as an exhibit to your
registration statement.
FirstName LastName
 Eli Spiro
FirstName   LastNameEli
Nauticus Robotics, Inc. Spiro
Comapany
October     NameNauticus Robotics, Inc.
         4, 2022
October
Page 4 4, 2022 Page 4
FirstName LastName
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or
Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Michael Blankenship