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                            February 9, 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. 2 to
Registration Statement on Form S-1
                                                            Filed February 3,
2023
                                                            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
January 18, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Liquidity, page 63

   1.                                                   We note your response
to prior comment 2 and your assertion that the company's 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 provide
more context regarding the company's sources of liquidity. For
                                                        example, given that the
company has experienced production delays and that certain
                                                        contractual options by
customers have been delayed, disclose the extent to which the
                                                        company is dependent
upon revenue from new contracts to meet its obligations. Also
 Eli Spiro
Nauticus Robotics, Inc.
February 9, 2023
Page 2
      disclose with specificity how the company would generate cash by reducing
costs and
      how any reduction in costs would affect the company's operations. Refer
to Item
      303(b)(1) of Regulation S-K.
Summary Compensation Table, page 87

2.    Revise to include updated executive compensation disclosure for the
fiscal year ended
      December 31, 2022.
      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
February 9, 2023 Page 2
cc:       Michael Blankenship
FirstName LastName