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                             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
 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,
FirstName LastNameEli Spiro
                                                           Division of
Corporation Finance
Comapany NameNauticus Robotics, Inc.
                                                           Office of Technology
January 18, 2023 Page 2
cc:       Michael Blankenship
FirstName LastName