10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40611

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	85-1699753
(State or other jurisdiction  of incorporation)	(IRS Employer  Identification No.)

17146 FEATHERCRAFT LANE, SUITE 450,

WEBSTER, TEXAS 77598

(Address of principal executive offices and zip code)

(281) 942-9069

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	KITT	The Nasdaq Stock Market LLC
Redeemable Warrants	KITTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x

As of August 11, 2025, the registrant had 42,267,643 shares of common stock outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		ii
Part I — Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
Part II — Other Information
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, (the “Exchange Act”). Forward-looking statements appear in a number of places in this Form 10-Q including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date such statements are made. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and other sections in the Annual Report on Form 10-K filed by us on April 15, 2025 and in our prospectus or any prospectus supplement which are on file with the Securities and Exchange Commission.

These and other factors could cause actual results to differ from those implied by the forward-looking statements. Forward-looking statements are not guarantees of performance and speak only as of the date hereof. There can be no assurance that future developments will be those that have been anticipated or that we will achieve or realize these plans, intentions, or expectations.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

ii

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	2,663,404	$	1,186,047
Restricted certificate of deposit	53,023		52,151
Accounts receivable, net	2,283,131		238,531
Inventories	913,341		880,594
Prepaid expenses	1,446,376		1,389,434
Other current assets	607,491		573,275
Assets held for sale	-		750
Total Current Assets	7,966,766		4,320,782
Property and equipment, net	22,238,369		17,115,246
Operating lease right-of-use assets, net	900,292		1,094,743
Other assets	123,465		154,316
Goodwill	10,652,389		-
Total Assets	$	41,881,281	$	22,685,087
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable	$	5,715,381	$	5,916,693
Accrued liabilities	9,389,088		5,602,721
Contract liability	343,493		346,279
Operating lease liabilities - current	459,249		435,307
Notes payable - current	2,403,163		-
Total Current Liabilities	18,310,374		12,301,000
Warrant liabilities	139,782		181,913
Operating lease liabilities - long-term	533,981		768,939
Notes payable - long-term, fair value option (related party)	3,119,892		2,583,832
Notes payable - long-term, net of discount (related party)	11,126,061		13,820,366
Notes payable - long-term, net of discount	13,431,413		12,531,332
Other liabilities	895,118		895,118
Total Liabilities	$	47,556,621	$	43,082,500
Stockholders’ Deficit:
Series A Convertible Preferred Stock $0.0001 par value; 40,000 shares authorized, 35,434 shares issued at June 30, 2025 and December 31, 2024 and 18,296 and 35,034 outstanding at June 30, 2025 and December 31, 2024, respectively.	$	2	$	4
Common stock, $0.0001 par value; 625,000,000 shares authorized, 37,404,948 and 9,761,895 shares issued at June 30, 2025 and December 31, 2024, respectively, and 37,404,948 and 9,761,895 shares outstanding at June 30, 2025 and December 31, 2024, respectively	3,739		976

1

Additional paid-in capital	263,082,863		233,342,188
Accumulated other comprehensive loss	(42,229)		(42,229)
Accumulated deficit	(268,719,715)		(253,698,352)
Total Stockholders’ Equity (Deficit)	(5,675,340)		(20,397,413)
Total Liabilities and Stockholders’ Deficit	$	41,881,281	$	22,685,087

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Revenue:
Service	$	2,075,566	$	501,708	$	2,240,822	$	966,062
Total revenue	2,075,566		501,708		2,240,822		966,062
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)	3,504,043		2,875,394		4,743,000		4,969,349
Depreciation	574,563		411,586		1,054,939		837,771
Research and development	-		-		-		63,534
General and administrative	4,368,187		3,227,288		8,677,873		6,657,298
Total costs and expenses	8,446,793		6,514,268		14,475,812		12,527,952
Operating loss	(6,371,227)		(6,012,560)		(12,234,990)		(11,561,890)
Other (income) expense, net:
Other income, net	52,461		118,274		(34,936)		21,801
Gain on lease termination	-		(8,532)		-		(23,897)
Foreign currency transaction loss	274		4,296		3,541		9,443
Loss on extinguishment of debt	-		-		-		78,734,949
Change in fair value of warrant liabilities	8,757		(4,422,701)		(42,131)		(12,732,324)
Change in fair value of New Convertible Debentures	-		(7,410,303)		-		(11,914,729)
Change in fair value of November 2024 Debentures	(187,866)		-		536,060		-
Interest expense, net	1,209,323		1,165,431		2,323,839		2,640,828
Total other (income) expense, net	1,082,949		(10,553,535)		2,786,373		56,736,071
Net Income (loss)	$	(7,454,176)	$	4,540,975	$	(15,021,363)	$	(68,297,961)
Basic income (loss) per share (As adjusted, see Note 18)	$	(0.26)	$	2.33	$	(0.53)	$	(40.97)
Diluted loss per share (As adjusted, see Note 18)	$	(0.26)	$	(1.12)	$	(0.53)	$	(40.97)
Basic weighted average shares outstanding (As adjusted, see Note 18)	29,007,029		1,950,563		28,231,536		1,667,187
Diluted weighted average shares outstanding (As adjusted, see Note 18)	29,007,029		5,364,395		28,231,536		1,667,187

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Series A Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total  Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance at March 31, 2024	-	$	-	1,592,140	$	159	$	78,875,003	$	-	$	(191,630,639)	$	(112,755,477)
Stock-based compensation	-	-		-	-		809,310		-		-		809,310
Vesting of RSUs	-	-		46,665	5		(5)		-		-		-
Exercise of warrants	-	-		457,255	45		3,111,463		-		-		3,111,508
Conversion of convertible secured debentures	-	-		628,942	63		3,485,582		-		-		3,485,645
At the Market (ATM) share offering	-	-		1,406,424	141		9,357,813		-		-		9,357,954
Net income	-	-		-	-		-		-		4,540,975		4,540,975
Balance at June 30, 2024	-	$	-	4,131,426	$	413	$	95,639,166	$	-	$	(187,089,664)	$	(91,450,085)
Balance at March 31, 2025	19,846	$	2	35,153,188	$	3,515	$	262,825,753	$	(42,229)	$	(261,265,539)	$	1,521,502
Stock-based compensation	-	-		-	-		257,334		-		-		257,334
Conversion of Series A Preferred Stock to Common Stock	(1,550)	-		2,145,150	214		(214)		-		-		-
Vesting of RSUs	-	-		106,610	10		(10)		-		-		-
Net loss	-	-		-	-		-		-		(7,454,176)		(7,454,176)
Balance at June 30, 2025	18,296	$	2	37,404,948	$	3,739	$	263,082,863	$	(42,229)	$	(268,719,715)	$	(5,675,340)

4

	Series A Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total  Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	-	$	-	1,389,884	$	139	$	77,004,714	$	-	$	(118,791,703)	$	(41,786,850)
Stock-based compensation	-	-		-	-		1,339,965		-		-		1,339,965
Vesting of RSUs	-	-		90,587	9		(9)		-		-		-
Exercise of warrants	-	-		615,589	61		4,451,101		-		-		4,451,162
Conversion of convertible secured debentures	-	-		628,942	63		3,485,582		-		-		3,485,645
At the Market (ATM) share offering	-	-		1,406,424	141		9,357,813		-		-		9,357,954
Net loss	-	-		-	-		-		-		(68,297,961)		(68,297,961)
Balance at June 30, 2024	-	$	-	4,131,426	$	413	$	95,639,166	$	-	$	(187,089,664)	$	(91,450,085)
Balance at December 31, 2024	35,034	$	4	9,761,895	$	976	$	233,342,188	$	(42,229)	$	(253,698,352)	$	(20,397,413)
Stock-based compensation	-	-		-	-		570,015		-		-		570,015
Conversion of notes payable to Common Stock	-	-		1,805,392	181		2,870,392		-		-		2,870,573
Conversion of Series A Preferred Stock to Common Stock	(16,738)	(2)		18,163,361	1,815		(1,815)		-		-		(2)
At the Market (ATM) share offering	-	-		7,488,822	749		19,437,372		-		-		19,438,121
Earnout shares (contingent)	-	-		-	-		6,864,729		-		-		6,864,729
Vesting of RSUs	-	-		165,958	17		(17)		-		-		-
Other	-	-		19,520	1		(1)		-		-		-
Net loss	-	-		-	-		-		-		(15,021,363)		(15,021,363)
Balance at June 30, 2025	18,296	$	2	37,404,948	$	3,739	$	263,082,863	$	(42,229)	$	(268,719,715)	$	(5,675,340)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NAUTICUS ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(15,021,363)	$	(68,297,961)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,054,939		837,771
Accretion of debt discount	19,920		392,611
Amortization of debt issuance cost	350,303		312,440
Capitalized paid-in-kind (PIK) interest	338,782		-
Accretion of RCB Equities #1, LLC exit fee	48,624		48,475
Stock-based compensation	570,015		1,339,965
Change in fair value of warrant liabilities	(42,131)		(12,732,324)
Change in fair value of New Convertible Debentures	536,060		(11,914,729)
Loss on extinguishment of debt	-		78,734,949
Non-cash lease expense	205,688		171,962
Gain on disposal of assets	-		(3,102)
Write-off of property and equipment	-		29,350
Gain on lease termination	-		(23,897)
Changes in operating assets and liabilities:
Accounts receivable	(1,906,246)		35,969
Inventories	42,553		(18,710)
Contract assets	-		(482,576)
Other assets	1,335		1,232,368
Accounts payable and accrued liabilities	20,083		(2,347,781)
Contract liabilities	(2,786)		(2,310,041)
Operating lease liabilities	(222,228)		(55,937)
Net cash used in operating activities	(14,006,452)		(15,051,198)
Cash flows from investing activities:
Capital expenditures	(47,239)		(351,942)
Acquisition of business, net of cash acquired	(3,871,992)		-
Proceeds from sale of assets held for sale	-		419,720
Proceeds from sale of property and equipment	(500)		6,802
Net cash (used in) provided by investing activities	(3,919,731)		74,580
Cash flows from financing activities:
Proceeds from notes payable	-		14,305,000
Payment of debt issuance costs on notes payable	-		(1,316,791)
Proceeds from ATM offering	20,141,905		9,857,857
Payment of ATM commissions and fees	(703,784)		(499,903)
Repayment on notes payable	(34,581)		-
Net cash provided by financing activities	19,403,540		22,346,163
Net change in cash and cash equivalents	1,477,357		7,369,545
Cash and cash equivalents, beginning of period	1,186,047		753,398
Cash and cash equivalents, end of period	$	2,663,404	$	8,122,943
Supplemental disclosure of cash flow information:
Cash paid for interest	$	31,140	$	111,875
Cash paid for taxes	$	-	$	-
Non-cash investing and financing activities:

6

Conversion of 2024 Term Loan notes and interest to Common Stock	$	2,870,573	$	-
Earnout shares for acquisition	$	6,864,729	$	-
Debt assumed in acquisition	$	2,437,743	$	-
Accrued purchase price	$	3,537,963	$	-
Operating leases at inception	$	-	$	1,095,067
Exercise of warrants	$	-	$	4,451,163
Fair value of conversion of convertible secured debentures to common stock	$	-	$	3,485,645
Capitalized paid-in-kind (PIK) interest	$	-	$	649,922
Liabilities relieved through sale of asset held for sale	$	-	$	1,158,609
Transfer from assets held for sale to property and equipment	$	-	$	1,114,883

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of the Business

Nauticus Robotics, Inc. (the “Company,” “our,” “us” or “we”) is a developer of ocean robots, cloud software and services delivered to the ocean industry. Our principal corporate offices are located in Webster, Texas. Our portfolio includes fully autonomous underwater vehicles (AUVs), remotely operated vehicles (ROVs), robotic manipulators, an open robotic operating system, and related consulting and prototype services with a strong alignment to offshore energy and national security interests. Our technology solutions enable autonomous operations for both the commercial and defense sectors.

To effectively enter markets dominated by legacy solutions, Nauticus has developed innovative, value-driven technologies. Our flagship autonomous fully electric vehicle, Aquanaut® , provides advantages over conventional tethered ROVs and untethered AUVs. Aquanaut represents the next generation of subsea robotics integrating eight independent thrusters to precisely propel and position a hull design to maximize efficiency and speed high-resolution data collection, and autonomous fully electric manipulation comparable to traditional ROV operations. Nauticus ToolKITT™ is a sophisticated software platform that governs Nauticus’ suite of robotic products. It enables robots to perceive their environment, navigate in three dimensions, make autonomous decisions, and execute tasks with minimal human intervention. Nauticus ToolKITT has been deployed on third party commercial ROVs and competing robotic platforms, enhancing Nauticus’ ability to offer advanced inspection and intervention services. This software also plays a critical role in next-generation inspection services, a key industry need for ensuring the integrity of subsea pipelines and offshore infrastructure. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and Aquanaut. Its patented electric actuators replace traditional hydraulic systems.

The strategic acquisition of SeaTrepid International LLC (“SeaTrepid”), finalized on March 20, 2025, intends to integrate Nauticus AI-driven autonomy software, Nauticus ToolKITT, into SeaTrepid's existing remotely operated vehicle (ROV) fleet. The combination will showcase unprecedented advancements in power efficiency and operational performance across the industry. The ability of ROVs and Aquanaut to seamlessly communicate at depth unlocks new service opportunities, enabling two autonomous systems to collaborate in delivering cutting-edge underwater solutions.

Liquidity – The Company continues to develop its principal products and conduct research and development activities. Currently, the Company does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company has embarked on cost-cutting measures to continue to preserve cash. The Company may require additional liquidity to continue its operations over the next twelve months, which a current investor has continued to commit to support. The Company believes with this investor support that there will be sufficient resources to continue as a going concern for at least one year from the date that the condensed consolidated financial statements contained in this Form 10-Q are issued.

2. Summary of Significant Accounting Policies

Basis of Presentation – The accompanying condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed consolidated results of operations, financial position, cash flows and changes in stockholders’ deficit for each period presented. All intercompany balances and transactions have been eliminated in preparation of these condensed consolidated financial statements. The condensed consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2024 year-end consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Summary of Significant Accounting Policies – The Company’s significant accounting policies are discussed in Note 2 to Nauticus Robotics, Inc.’s consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three and six months ended June 30, 2025.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

8

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time, (ii) valuation allowances for deferred income tax assets, (iii) valuation of stock-based compensation awards and (iv) the valuation of conversion options, warrants and earnouts, (v) fair value of the new convertible debentures, and (vi) the fair value of the SeaTrepid acquisition. Actual results could differ from those estimates.

Cash and Cash Equivalents – The Company classifies all highly-liquid instruments with an original maturity of three months or less as cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits of $250,000. Historically, the Company has not experienced any losses in such accounts. There were no cash equivalents at June 30, 2025 or December 31, 2024.

Restricted Certificates of Deposit – The Company has restricted certificates of deposit of $53,023 and $52,151, held by a bank on our behalf as of June 30, 2025 and December 31, 2024, respectively which relate to a guarantee against corporate credit cards.

Accounts Receivable, Unbilled Revenues, and Allowance for Credit Losses - With the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), accounts receivable and contract assets are recorded at the invoiced amount and do not typically bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable and contract assets are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible.

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant since the Company’s inception.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income in the year of recovery, in accordance with the entity’s accounting policy election. The total amount of write-offs and expected credit losses were $0 for the three and six months ended June 30, 2025 and $0 and $39 for the three and six months ended June 30, 2024, respectively. The allowance for current expected credit losses was $0 at June 30, 2025 and December 31, 2024.

Assets Held For Sale ("AHFS") – Long-lived assets identified as assets held for sale are categorized on the balance sheet as current assets and are measured at the lower of carrying value or fair value less any costs to sell. Any liabilities associated with the assets being sold are categorized on the condensed consolidated balance sheet as current liabilities. AHFS are no longer depreciated or amortized.

Property and Equipment – Property and equipment is recorded at cost and depreciated using the straight-line method. Expenditures which extend the useful lives of existing property and equipment are capitalized. Those costs which do not extend the useful lives are expensed as incurred. Upon disposition, the cost and accumulated depreciation are removed and any gain or loss on the disposal is reflected in the condensed consolidated statements of operations.

Segment Reporting – Our operations represent a single reportable segment because each revenue stream possesses similar production methods, distribution methods, and customer quality and consumption characteristics, resulting in similar long-term expected financial performance. The CODM is the Company's Chief Executive Officer. The CODM primarily assesses performance of the Company based upon consolidated net profit or loss, which is an appropriate measure of operating performance because it reflects ongoing profitability. Segment assets are measured and reviewed on a consolidated basis and are presented as total consolidated assets on the face of the balance sheet. The significant expenses regularly reviewed by the CODM are limited to the line items presented in the Condensed Consolidated Statement of Operations, and no further disaggregation is provided for segment review purposes. The CODM reviews the condensed

9

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

consolidated balance sheet and condensed consolidated statement of operations on a quarterly basis as a single reportable segment and uses this financial information in deciding how to allocate resources and assessing performance.

Revenue – Our primary sources of revenue are from providing technology, engineering services and products to the offshore industry and governmental entities. Revenue is generated pursuant to contractual arrangements to design and develop subsea robots and software and to provide related engineering, technical, and other services according to the specifications of the customers. These contracts can be service sales (cost plus fixed fee or firm fixed price) or product sales and typically have terms of up to 18 months. The Company had no product sales for the three and six months ended June 30, 2025 and 2024, respectively.

A performance obligation is a promise in a contract to transfer distinct goods or services to a customer. For all contracts, we assess if there are multiple promises that should be accounted for as separate performance obligations or combined into a single performance obligation. We generally separate multiple promises in a contract as separate performance obligations if those promises are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or require significant integration or customization within a group, they are combined and accounted for as a single performance obligation.

Our performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically costs incurred to date relative to total estimated costs at completion). This requires management to make significant estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. At the outset of a long-term contract, the Company identifies risks to the achievement of the technical, schedule and cost aspects of the contract. Throughout the contract term, on at least a quarterly basis, we monitor and assess the effects of those risks on its estimates of sales and total costs to complete the contract. Changes in these estimates could have a material effect on our results of operations. Where the current estimate of total costs at completion for contracts exceeds the total consideration we expect to receive we recognize the entire expected loss in the period that becomes evident. Estimated contract costs include costs that relate directly to the contract including direct labor, direct materials, and allocations of certain overhead costs.

Firm-fixed price contracts present the risk of unreimbursed cost overruns, potentially resulting in lower-than-expected contract profits and margins. This risk is generally lower for cost plus fixed fee contracts which, consequently, often have a lower margin.

Inventories – The inventories comprise raw materials, work in progress, and finished goods, as applicable, and are valued at the lower of cost or net realizable value. Work in progress and finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials, work in progress and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. The associated impairment is charged as a standalone expense on the condensed consolidated statements of operations. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. The associated write-downs or write-offs of inventory are charged to cost of sales.

Inventories consisted of the following:

	June 30, 2025		December 31, 2024
Raw material and supplies	$	863,141	$	880,594
Work in progress	50,200		-
Total inventories	$	913,341	$	880,594

Leases – The Company’s lease arrangements are operating leases which are capitalized on the balance sheet as right-of-use (“ROU”) assets and obligations. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. These are recognized at the lease commencement date based on the present value of payments over the lease term. If leases do not provide for an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a

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similar term as the lease payments. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less ("short term leases") are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.

Stock-Based Compensation – The Company accounts for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. The Company’s policy is to issue new shares upon the exercise or conversion of options and recognize option forfeitures as they occur.

Income Taxes – Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax asset (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain income tax positions as of June 30, 2025 and December 31, 2024.

Foreign Currency Translation – Prior to January 1, 2025, all assets and liabilities in the condensed consolidated balance sheet of the Company's foreign subsidiary, whose functional currency is the Brazilian Real, were translated at period-end exchange rates. All revenues and expenses in the condensed consolidated statements of operations, of this foreign subsidiary, were translated at average exchange rates for the period. Translation gains and losses were not included on determining net loss but were shown in accumulated other comprehensive loss on the condensed consolidated balance sheet. Effective January 1, 2025, the functional currency for the Company's foreign subsidiary was changed from Brazilian Real to U.S. dollars due to changes in operational and economic circumstances. The previously recorded cumulative translation adjustment in Accumulated Other Comprehensive Income as of the date of the change remains in equity and will not be reclassified to earnings unless the subsidiary is sold or liquidated. The change was accounted for prospectively.

Foreign Currency Gains and Losses – Foreign currency transaction gains and losses are included on determining net loss. The Company purchases certain materials and equipment from foreign companies and these transactions are generally denominated in the vendors’ local currency. The Company recorded $274 and $3,541 of foreign currency transaction losses for the three and six months ended June 30, 2025, respectively. The Company recorded $4,296 and $9,443 of foreign currency transaction losses for the three and six months ended June 30, 2024, respectively.

Common Stock Warrants – We account for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. This assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability or requirements for equity classification, including whether the warrants are indexed to the Company’s Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

We have determined that the Public and Private warrants should be accounted for as liabilities. The Public and Private Warrants were initially recorded at their estimated fair value. They are then revalued at each reporting date thereafter, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative warrant liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The fair value of the Private Warrants was

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estimated using a Black-Scholes option pricing model (a Level 3 measurement). The Public Warrants are valued using their publicly-traded price at each measurement date (a Level 1 measurement).

We have determined that the Securities Purchase Agreement ("SPA") Warrants should be accounted for as liabilities. The SPA Warrants were initially recorded at their estimated fair value and are then revalued at each reporting date thereafter, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative warrant liabilities are classified in our balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The fair value of the Original SPA Warrants was estimated using a Black-Scholes option pricing model (a Level 3 measurement).

Fair Value Election for New Convertible Debentures and November 2024 Debentures - The Company has elected to measure its new 5% Original Issue Discount Senior Secured Convertible Debentures (the "New Convertible Debentures") and the 2% Original Issue Discount Senior Secured Convertible Debentures (the "November 2024 Debentures") at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments – Fair Value Option. This election was made to provide greater transparency and to more accurately reflect the economic value of the New Convertible Debentures and November 2024 Debentures in the Company's condensed consolidated financial statements.

Under the fair value option, the New Convertible Debentures and the November 2024 Debentures are recorded at their estimated fair value at each reporting date, with changes in fair value recognized in earnings within "Other (income) expense" in the Condensed Consolidated Statements of Operations. The fair value of the New Convertible Debentures and November 2024 Debentures are determined using a Monte Carlo simulation model that uses inputs such as the Company’s stock price (KITT), stock price volatility, risk-free interest rate and conversion terms.

As of December 31, 2024, the fair value of the New Convertible Debentures was $0 compared to an initial fair value of $99,195,791 as of January 30, 2024, as a result of the New Convertible Debentures being exchanged to Series A Preferred stock on December 27, 2024 and December 31, 2024.

November 2024 Debentures

The November 2024 Debentures were estimated to have a fair value of $3,119,892 and $2,583,832 as of June 30, 2025 and December 31, 2024, respectively.

The fair value option eliminates the requirement to separately account for embedded conversion features that would otherwise be bifurcated under ASC 815-15, Derivatives and Hedging – Embedded Derivatives. Instead, all economic impacts of the New Convertible Debentures and November 2024 Debentures—including interest, conversion features, and market fluctuations—are captured in the fair value measurement.

The Company believes that the fair value measurement provides a more relevant representation of the liability’s impact on financial position and performance, as it reflects the new convertible debentures’ current economic value and reduces potential measurement inconsistencies.

Earnout Shares – Following the closing of the Merger between CleanTech, Merger Sub and Nauticus Robotics Holdings on September 9, 2022, former holders of shares of Nauticus Robotics Holdings Inc.’s Common Stock are entitled to receive their pro-rata share of Earnout Shares which are held in escrow. The Earnout Shares will be released upon the occurrence of a triggering event within 5 years of the issue date (see Note 13, "Equity"). The Earnout Shares are considered legally issued and outstanding shares of Common Stock subject to restrictions on transfer and potential forfeiture pending the achievement of the Earnout targets. The Company evaluated the Earnout Shares and concluded that they meet the criteria for equity classification. The Earnout Shares were classified in stockholders’ equity, recognized at fair value upon issuance and will not be subsequently remeasured. A Monte Carlo valuation model (a Level 3 measurement) determined their estimated fair value upon issuance.

Capitalized Interest – The Company capitalizes interest costs incurred to work in progress during the related construction periods. Capitalized interest is charged to cost of revenue when the related completed project is delivered to the buyer. The Company did not capitalize interest during the six months ended June 30, 2025 and 2024.

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(UNAUDITED)

Earnings (Loss) per Share – Basic earnings per share is computed by dividing income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that could have been outstanding assuming the exercise of stock options and warrants (determined using the treasury stock method) and conversion of convertible debt. The Earnout Shares, which are subject to forfeiture if the achievement of certain stock price thresholds is not met, are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of calculating earnings (loss) per share.

Major Customer and Concentration of Credit Risk – We have a limited number of customers. During the six months ended June 30, 2025, sales to nine customers accounted for 100% of total revenue. Sales to Customer A accounted for 44% of total revenue, sales to Customer B accounted for 25% of total revenue and Customer C accounted for 17% of total revenue. The total balance due from these customers as of June 30, 2025, comprised 80% of accounts receivable, net. During the six months ended June 30, 2024, sales to three customers accounted for 100% of total revenue. Sales to Customer D accounted for 28% of total revenue, sales to Customer E accounted for 22% of total revenue and sales to Customer F accounted for 50% of total revenue. The total balance due from these customers as of December 31, 2024 comprised 16% of accounts receivable, net. Loss of these customers could have a material adverse impact on the Company.

Reclassifications – Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. There was no material impact to the condensed consolidated financial statements for these changes.

Accounting Standards Issued but not adopted as of June 30, 2025 – In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, an update that improves income statement expense disclosure requirements. Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions in the notes to their financial statements. These categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments are effective for fiscal years beginning after December 15, 2026 and should be applied prospectively. The adoption of ASU 2024-03 will require us to provide additional disclosures related to certain income statement expenses, but otherwise will not materially impact our financial statements.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our condensed consolidated financial statements.

3. Revenue

The following table presents the components of our revenue:

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Cost plus fixed fee	$	2,075,566	$	-	$	2,240,822	$	214,414
Firm fixed-price	-		501,708		-		751,648
Total	$	2,075,566	$	501,708	$	2,240,822	$	966,062

Our performance obligations under cost plus fixed fee agreements are generally satisfied over time as services are performed. Revenue is recognized based on daily rates for ROV operations and personnel, along with reimbursement of allowable costs as incurred. As such, all revenue under these agreements has been recognized over time in line with the progress of service delivery.

Contract Balances – Accounts receivable, net as of June 30, 2025 totaled $2,283,131 due from customers for contract billings and is expected to be collected within the next three to six months. As of December 31, 2024 and 2023, accounts receivable, net totaled $238,531 and $212,428, respectively. As of June 30, 2025, and December 31, 2024, allowance for current expected credit losses included in accounts receivable totaled $0 respectively. Bad debt expense was $0 for the

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(UNAUDITED)

three and six months ended June 30, 2025 respectively and $0 and $39 for the three and six months ended June 30, 2024, respectively.

Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Contract assets are recorded at the net amount expected to be billed and collected. Contract assets were $0 and $0 at June 30, 2025 and December 31, 2024 respectively.

Contract liabilities include billings in excess of revenue recognized and accruals for certain contract obligations. The Company had contract liabilities at June 30, 2025 and December 31, 2024 of $343,493 and $346,279, respectively.

Unfulfilled Performance Obligations – As of June 30, 2025, we expect to recognize approximately $180,000 of revenue in future periods from unfulfilled performance obligations from existing contracts with customers.

If any of our contracts were to be modified or terminated, the expected value of the unfulfilled performance obligations of such contracts would be reduced.

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	June 30, 2025		December 31, 2024
Prepaid material purchases	$	395,554	$	394,950
Prepaid insurance	798,317		817,717
Other prepayments	252,505		176,767
Total prepaid expenses	$	1,446,376	$	1,389,434
Other current assets	607,491		573,275
Total other current assets	$	607,491	$	573,275

5. Property and Equipment

Property and equipment consisted of the following:

	Useful  Life (years)	June 30, 2025		December 31, 2024
Land		$	444,435	$	-
Leasehold improvements	5	1,804,884		833,920
Property & equipment	3-5 years	11,863,554		7,528,597
Technology hardware equipment	3-5 years	1,969,841		1,966,841
Total		16,082,714		10,329,358
Less accumulated depreciation		(5,011,362)		(3,958,780)
Construction in progress		11,167,017		10,744,668
Total property and equipment, net		$	22,238,369	$	17,115,246

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(UNAUDITED)

6. Accrued Liabilities

Accrued liabilities consisted of the following:

	June 30, 2025		December 31, 2024
Accrued compensation	$	450,847	$	956,399
Accrued severance	336,538		1,031,731
Accrued professional fees	150,000		2,350
Accrued insurance	249,858		440,562
Accrued sales and property taxes	400,630		428,801
Accrued royalties	475,000		400,000
Accrued interest	3,432,419		2,302,878
Accrued purchase liability	3,537,963		-
Other accrued expenses	355,833		40,000
Total accrued expenses	$	9,389,088	$	5,602,721

On March 20, 2025, the Company completed the acquisition of SeaTrepid International LLC (“SeaTrepid”), an expert in providing subsea robotic services to customers throughout the world, for total consideration of $14,352,692 (see Note 10, "Business Combination"). As of June 30, 2025, a liability of $3,537,963, is outstanding to SeaTrepid payable in cash on or before September 30, 2025. This liability includes the preliminary post-closing working capital adjustment.

7. Notes Payable

Notes payable consisted of the following:

	June 30, 2025		December 31, 2024
November 2024 debentures - fair value (principal amount of $2,150,000 as of June 30, 2025 and December 31, 2024)	$	3,119,892	$	2,583,832
Convertible senior secured term loan	25,287,311		27,500,383
SBA loan	485,300		-
Ameristate loan	1,917,863		-
Total	30,810,366		30,084,215
Less: debt discount, net	(46,558)		(66,478)
Less: capitalized debt issuance costs	(857,205)		(1,207,509)
Senior bridge note exit fee provision	173,926		125,302
Less: current portion	(2,403,163)		-
Total notes payable – long-term	$	27,677,366	$	28,935,530

November 2024 Debentures

On November 4, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with ATW, pursuant to which ATW purchased, in a private placement, $1,150,000 in principal amount of debentures, with an option to purchase up to an additional aggregate of $20,000,000 in principal amount of original issue discount senior secured convertible debentures (the “November 2024 Debentures”). On December 11, 2024, ATW purchased, in a private placement, $1,000,000 in principal amount of debentures. The November 2024 Debentures feature an original issue discount of 2%

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(UNAUDITED)

and incurred legal fees of $190,000 which were expensed through the consolidated statement of operations as the debt is being fair valued.

The November 2024 Debentures provide for, among other items: (a) an interest rate of the Prime Rate published in the Wall Street Journal plus 2% per annum, payable quarterly and added to the principal amount of the November 2024 Debentures, and/or in cash, at the Company’s option; (b) conversion by the holder into shares of the Company’s Common Stock at any time (subject to limitations on conversion described therein); (c) a conversion price of $1.23 (subject to adjustment as provided therein) with shares of the Company’s Common Stock issuable on conversion determined by dividing 120% of the applicable “conversion amount” (as defined in the November 2024 Debentures) by the conversion price; (d) an alternate conversion price at the lower of (1) $1.23 (subject to adjustment as provided therein) and (2) the greater of a floor price of $0.246 (subject to adjustment as provided therein) and 98% of the lowest VWAP of the Company’s shares of Common Stock during the applicable 10-trading day period (subject to payment in cash if the applicable VWAP calculation is less than the floor price); (e) a maturity date of September 9, 2026, and (f) an option by the holder to extend the maturity date by an additional year.

In addition, the exercise price of the November 2024 Debentures is subject to customary anti-dilution adjustments, and, in the case of a subsequent equity sale at a per share price below the exercise price, the exercise price will be adjusted to such lower price.

The fair value of the November 2024 Debentures at June 30, 2025 and December 31, 2024 was estimated at $3,119,892 and $2,583,832, respectively, using Monte Carlo simulations with the following assumptions at June 30, 2025: stock price of $0.90, a risk free rate of 3.91% implied volatility of 175% and a remaining term of 1.19 years and assumptions at December 31, 2024: stock price of $1.55, a risk free rate of 4.22% implied volatility of 138% and a remaining term of 1.69 years. A gain on change in fair value of $187,866 and a loss of $536,060 was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2025, respectively. The principal amount of the November 2024 Debentures at June 30, 2025 and December 31, 2024 was $2,150,000.

Convertible Secured Debentures

On September 9, 2022, we issued Debentures, secured debt instruments, which featured a 2% original issue discount, in an aggregate principal amount of $36,530,320, together with 2,922,425 associated warrants ("Original SPA Warrants"), for gross proceeds of $35,800,000. The fair value of the Original SPA Warrants was estimated to be $20,949,110 using a Monte Carlo valuation model incorporating future projections of the various potential outcomes and any exercise price adjustments based on future financing events. This amount was recorded as a warrant liability and, together with the original issue discount, was recognized as a debt discount upon issuance totaling $21,679,716. The debt discount was being amortized to interest expense over the four-year term of the Debentures.

New Convertible Debentures

On January 30, 2024, the Company and certain of its subsidiaries and ATW Special Situations I LLC ("ATW I") entered into an Amendment and Exchange Agreement (the “Amendment and Exchange Agreement”), pursuant to which ATW I transferred its existing 5% Original Issue Discount Senior Secured Convertible Debenture to the Company in exchange for a new Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (the “New Debenture”) in the aggregate principal amount of $29,591,600. The Amendment and Exchange Agreement provides for certain amendments to the Securities Purchase Agreement dated December 16, 2021, as amended, and contains certain covenants of the Company to, among other items, hold one or more stockholder meetings in respect of the shares of the Company’s common stock underlying the New Debentures and obtain certain voting agreements related thereto. In addition, on January 30, 2024, the Company and certain of its subsidiaries entered into additional Amendment and Exchange Agreements with Material Impact Fund II, L.P. ("MIF") and SLS Family Irrevocable Trust ("SLS") on substantially similar terms, pursuant to which MIF and SLS transferred their existing 5% Original Issue Discount Senior Secured Convertible Debentures to the Company in exchange for New Debentures in the aggregate principal amount of $5,102,000 and $1,836,720, respectively.

The New Debentures provide for, among other items: (a) an interest rate of 5% per annum, payable quarterly in shares of the Company’s common stock (if the conditions described therein are met) and/or in cash, at the Company’s option; (b)

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(UNAUDITED)

conversion by the holder into shares of the Company’s common stock at any time (subject to limitations on conversion described therein); (c) a conversion price of $0.4582, on a pre Reverse Stock Split basis, (subject to adjustment as provided therein) with shares of the Company’s common stock issuable on conversion determined by dividing 120% of the applicable “conversion amount” (as defined in the New Debenture) by the conversion price; (d) prior to the date of sale of the Company’s common stock (or equivalents) in one or in a series of transactions resulting in net cash proceeds to the Company of at least $30 million an alternate conversion price at the lower of (1) $0.4582, on a pre Reverse Stock Split basis, (subject to adjustment as provided therein) and (2) the greater of a floor price of $0.0878, on a pre Reverse Stock Split basis, (subject to adjustment as provided therein) and 98% of the lowest volume-weighted average price ("VWAP") of the Company’s shares of commons stock during the applicable 10-trading day period (subject to payment in cash if the applicable VWAP calculation is less than the floor price), and an interest conversion rate of 90% of such alternate conversion price; and (e) an option by the holder to extend the maturity date by an additional year.

On the closing of the Amendment and Exchange Agreement the existing 5% Original Issue Discount Senior Secured Convertible Debentures were extinguished. The Company has elected to measure the new convertible debentures at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments – Fair Value Option which eliminates the requirement to separately account for embedded conversion features that would otherwise be bifurcated under ASC 815-15, Derivatives and Hedging – Embedded Derivatives. The new convertible debentures were measured at a fair value of $99,195,791 as of January 30, 2024, estimated using Monte Carlo simulations with the following assumptions: stock price of $16.52, a risk free rate of 4.23%, implied volatility of 121% and a remaining term of 2.61 years. A loss on extinguishment of debt of $78,734,949 was reported in the condensed consolidated statements of operations for the six months ended June 30, 2024. The fair value of the New Convertible Debentures at June 30, 2024 was estimated at $83,797,224 using Monte Carlo simulations with the following assumptions: stock price of $0.14, a risk free rate of 4.67%, implied volatility of 132% and a remaining term of 2.19 years. A gain on change in fair value $7,410,303 and $11,914,729 was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2024.

Second Amendment and Exchange Agreement

On November 4, 2024, the Company entered into the Second Amendment and Exchange Agreement by and among the Company and ATW I, SLS and MIF pursuant to which such investors would exchange the remaining portion of the amount outstanding under the New Convertible Debentures and certain other amounts outstanding with respect thereto, into shares of Series A preferred convertible stock (see Note 13 - "Equity").

On December 27, 2024, the Company and ATW I closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to ATW I in exchange for a principal value of $16,672,369 and other amounts outstanding of $10,915,974. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to SLS and MIF in exchange for principal values of $0 and $5,102,000 and other amounts outstanding of $2,504,440 and $240,219, respectively.

RCB Equities #1, LLC

On July 14, 2023, the Company issued a secured promissory note to RCB Equities #1, LLC (RCB) for $5,000,000. The promissory note included a 2.5% original issue discount or $125,000, interest at 15% per annum, and was scheduled to mature on September 9, 2026. The promissory note provided for an exit fee of $125,000 if paid off in full between October 12, 2023, and the maturity date, with no other considerations triggered for premiums or penalties. Further, the promissory note provided for an automatic rollover into the structure of certain future debt-financing transactions. On September 18, 2023, the RCB promissory note was rolled into the convertible senior secured term loan discussed below bearing interest at 12.5% per annum including the $125,000 exit fee.

Convertible Senior Secured Term Loan

On September 18, 2023, the Company entered into a convertible senior secured term loan agreement, the "2023 Term Loan Agreement", with ATW Special Situations II LLC ("ATW II") as collateral agent (in such capacity, the “Collateral Agent”) and lender, and Transocean Finance Limited, ATW I, MIF, and RCB, as lenders.

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(UNAUDITED)

The 2023 Term Loan Agreement provides the Company with up to $20 million of secured term loans. Any portion of the outstanding principal amount of the loans is prepayable at the Company’s option pro rata to each Lender upon at least 5 days' prior written notice to each Lender.

The initial amount funded under the 2023 Term Loan Agreement was $11,600,000, (the "2023 Term Loan"). The 2023 Term Loan Agreement included a 2.5% exit fee of $290,000, bearing interest at 12.50% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024. The exit fee is being provided for over the period of the loan. The loan agreement included a 2.5% original issue discount of $125,000 from the RCB promissory note. The loan includes assumed debt issuance costs of $577,500 and deemed interest from convertible debentures of $378,118. The debt discount and debt issuance costs are being amortized to interest expense over the period of the loan. The Loans will mature on the earliest of (a) the third anniversary of the date of the 2023 Term Loan Agreement of September 17, 2026, (b) 91 days prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022.

Subject to the terms and conditions of the 2023 Term Loan Agreement, the Company may, upon at least two trading days’ written notice to the Lenders, elect to redeem some or all of the then outstanding principal amount of the Loans. In connection with any such election, which shall be irrevocable, the Company shall pay each Lender, on a pro rata basis, an amount in cash equal to the greater of (x) the sum of (i) 100% of the then outstanding principal amount of the Loans, (ii) accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Loans (including, without limitation, the Exit Fee (as defined in the 2023 Term Loan Agreement)) (the “Optional Redemption Amount”) and (y) the product of (i) the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), then issuable upon conversion of the applicable Optional Redemption Amount (without regard to any limitations on conversion set forth in the 2023 Term Loan Agreement) multiplied by (ii) the highest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding the date that the applicable notice of redemption is delivered to the Lenders and ending on the trading day immediately prior to the date the Company makes the entire payment required to be made in connection with such redemption.

The Loans are convertible, in whole or in part, at the option of each Lender into shares of Common Stock until the date that the Loans are no longer outstanding, at a conversion rate equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $6.00 per share of Common Stock (the “Conversion Price”), on a pre Reverse Stock Split basis, subject to certain customary anti-dilution adjustments as described in the 2023 Term Loan Agreement.

First Amendment to Convertible Senior Secured Term Loan

On December 31, 2023, the Company entered into a First Amendment to 2023 Term Loan Agreement, dated as of December 31, 2023 (the “First Amendment”), by and among the Company, the subsidiary guarantors (as defined in the First Amendment) and ATW II which amended that certain 2023 Term Loan Agreement dated as of September 18, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) with ATW II, as collateral agent (as replaced by Acquiom Agency Services LLC, in such capacity, the “Collateral Agent”) and lender, and Transocean Finance Limited (“Transocean Finance”), ATW I, MIF, and RCB, as lenders (collectively, the “Initial Lenders”).

The First Amendment provided the Company with an incremental loan in the aggregate principal amount of $695,000 (the “December 2023 Incremental Loan”), subject to the terms and conditions set forth in the Term Loan Agreement and the First Amendment. The total loan funded under the Term Loan Agreement and First Amendment as of December 31, 2023 is $12,295,000. The December 2023 Incremental Loan was made on the same terms as the 2023 Term Loan and be deemed to be Additional Term Loans for all purposes under the Term Loan Agreement. The loan incurred debt issuance costs of $72,000 which are being amortized to interest expense over the period of the loan.

Second Amendment to Convertible Senior Secured Term Loan

On January 30, 2024, the Company entered into a Second Amendment to Term Loan Agreement, dated as of January 30, 2024 (the “Second Amendment”), by and among the Company, the guarantors (as defined in the Second Amendment) and the required lenders (as defined in the Second Amendment), which amended that certain Term Loan Agreement, dated as

18

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

of September 18, 2023, by and among the Company, Transocean Finance, ATW I, MIF and RCB as lenders and ATW II, as collateral agent (as succeeded by Acquiom Agency Services LLC).

In connection with the Second Amendment, the Company also entered into a Second Agreement regarding incremental loans, dated as of January 30, 2024 (the “Second Agreement”), by and among the Company, the guarantors (as defined in the Second Agreement), and ATW II and MIF, as incremental lenders. The Second Agreement provides the Company with an incremental loan in the aggregate principal amount of $3,753,144 (the “January 2024 Incremental Loan”). The January 2024 Incremental Loan would be made on the same terms as the 2023 Term Loan and be deemed to be Additional Term Loans for all purposes under the Term Loan Agreement.

New Senior Secured Term Loan Agreement

On January 30, 2024, the Company also entered into a senior secured term loan agreement (the “2024 Term Loan Agreement”) with ATW Special Situations Management LLC (“ATW Management”), as collateral agent (in such capacity, the “Collateral Agent”) and lender, and ATW Special Situations III LLC (“ATW III”), MIF, VHG Investments, ATW II and ATW I, as lenders.

The 2024 Term Loan Agreement provides the Company with an aggregate $9,551,856 of secured term loans (the "2024 Loans"). Any portion of the outstanding principal amount of the 2024 Loans are prepayable at the Company’s option pro rata to each Lender upon at least 5 days’ prior written notice to each Lender. The 2024 Term Loan Agreement also provides for up to an additional $6 million of secured term loans within 180 days of signing, $1 million of which has already been committed by ATW III or an affiliate. The 2024 Loans assumed debt issuance costs of $1,237,291 which are being amortized to interest expense over the period of the loan.

The 2024 Loans bear interest at the rate of 15% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024. The 2024 Loans (other than the ATW Extended Maturity Term Loan) will mature on the earliest of: (a) the third anniversary of the date of the Term Loan Agreement, (b) the maturity of the Indebtedness under that certain Term Loan Agreement among the Company, the lenders party thereto and Acquiom Agency Services LLC, as collateral agent, dated September 18, 2023, as amended on December 31, 2023, and as further amended on January 30, 2024 (the “Term Loan Agreement”), and (c) 91 days prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022 (the “Original Debentures”), issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of December 16, 2021, as amended on January 31, 2022, and as further amended on September 9, 2022, and as further amended on January 30, 2024 (the “SPA”). The ATW Extended Maturity Term Loan will mature on the earlier of the 30th anniversary of the date of the Term Loan Agreement or such earlier date as is required or permitted to be repaid under the Term Loan Agreement.

The 2024 Loans are convertible, in whole or in part, at the option of each Lender into shares of Common Stock until the date that the 2024 Loans are no longer outstanding, at a conversion rate equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $16.50 per share of Common Stock, subject to certain adjustments as described in the 2024 Term Loan Agreement.

On January 3, 2025, the Company reduced the conversion price of the loans under the 2024 Term Loan Agreement dated as of January 30, 2024 to $1.59.

Amendment to 2024 Term Loan Agreement

On May 1, 2024, the Company entered into an amendment (the "May 2024 Amendment") to the 2024 Term Loan Agreement dated January 30, 2024 between the Company, ATW Management as collateral agent, and the lenders party thereto. Pursuant to the Amendment, ATW III, one of the lenders under the 2024 Term Loan Agreement, will loan an additional $1,000,000 (the "May 2024 Incremental Loan") to the Company. The May 2024 Incremental Loan will have the same terms as the ATW Extended Maturity Term Loan under the 2024 Term Loan Agreement and will mature on the 30th anniversary of the date of the 2024 Term Loan Agreement or such earlier date as is required or permitted to be repaid under the 2024 Term Loan Agreement. The May 2024 Incremental Loan incurred debt issuance costs of $37,500 which are being amortized to interest expense over the period of the loan.

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NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2024 Term Loan Note Conversions

During the six months ended June 30, 2025, ATW I and ATW II converted 2024 Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 1,805,392 shares of Common Stock.

Interest expense includes the following relating to the 2023 Term Loan, the December 2023 Incremental Loan, the January 2024 Incremental Loan, 2024 Loans and the May 2024 Incremental Loan (collectively the "convertible senior term loans"):

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Debt discount amortization	$	10,025	$	9,944	$	19,920	$	19,868
Amortization of debt issuance costs	176,857		169,619		350,303		312,440
Provision for bridge note exit fee	24,472		24,263		48,624		48,475

Small Business Association Loan (SBA)

On June 19, 2020, SeaTrepid entered into a term loan with the US Small Business Administration in response to the COVID-19 pandemic. The loan amount is $485,300 with an annual interest rate of 3.75%, and a maturity date of June 19, 2050. In connection with the acquisition of SeaTrepid on March 20, 2025, the loan, with an outstanding principal of $485,300 as of June 30, 2025, is now an obligation of the Company. The loan is secured by collateral which includes all tangible and intangible property of SeaTrepid. Under the terms of the agreement, the sale of collateral without lender consent constitutes a violation of the loan agreement. As of June 30, 2025, the lender had not issued a notice of default. As a result of this and as the Company intends to repay the loan on or before December 31, 2025, the outstanding loan balance has been classified as a current liability.

Ameristate Loan

On August 17, 2017, SeaTrepid entered into a term loan with AmeriState Bank. The loan amount was $2,335,000 with an annual interest rate of prime plus 2.5%, and a maturity date of May 4, 2036. In connection with the acquisition of SeaTrepid on March 20, 2025, the loan with an outstanding principal of $1,917,863 as of June 30, 2025 is now an obligation of the Company. The loan is secured by collateral which includes all assets of SeaTrepid. The loan agreement includes customary affirmative and negative covenants, including financial covenants that require SeaTrepid to maintain a maximum Debt-to-Net Worth Ratio of 9.0 to 1.0 and a minimum Debt Service Coverage Ratio of 1.0 to 1.0, measured annually. The agreement also restricts the Company’s ability to incur additional indebtedness, pay dividends, compensate officers and owners, invest in fixed asset purchases, and dispose of collateral without the consent of the bank. Under the terms of the agreement, the sale of collateral without lender consent constitutes a violation of the loan agreement and as such constitutes a non compliance with the financial covenants related to the debt-to-net worth ratio and debt service coverage ratio. As of June 30, 2025, the lender had not issued a notice of default. As a result of this and as the Company intends to repay the loan on or before December 31, 2025, the outstanding loan balance has been classified as a current liability.

8. Leases

The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. For leases in which the Company is the lessee and do not have a readily determinable implicit rate, an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.

In March 2024, the Company extended the lease on its current office and manufacturing facility for an additional 3 years. The incremental borrowing rate on this lease of 8% was used to determine the present value of lease payments and establish the right-of-use asset and lease liability at lease inception for this lease.

In December 2023, the Company started negotiations to exit the lease for office space entered into in April 2023. The negotiations were completed in March 2024 with a settlement figure of $657,000 being agreed between the Company and the lessor. The Company removed the right-of-use asset and lease liability relating to this operating lease from the consolidated balance sheet as of December 31, 2023.

In August 2023, the Company entered into an operating lease for office space in Norway. The lease has a term of 5 years. The Company’s secured borrowing rate of 15% was used to determine the present value of the lease payments and establish the right-of-use asset and lease liability at lease inception for this lease. During the first quarter of 2024, the Company agreed with the lessor to reduce the size of the office space leased and a gain on lease termination of $15,721 was reported under other (income) expense on the condensed consolidated statement of operations.

In July 2023, the Company entered into an operating lease for office space in Scotland. The lease has a term of 5 years with two options to extend. The Company’s secured borrowing rate of 15% was used to determine the present value of the lease payments and establish the right-of-use asset and lease liability at lease inception for this lease. During the first quarter of 2024, management decided the Company would not extend this lease beyond its initial term and a loss on lease termination of $356 was reported under other (income) expense on the condensed consolidated statement of operations.

The Company’s other operating leases include leases for certain office equipment.

The following table presents the Company’s lease costs which are included in general and administrative expenses in the unaudited condensed consolidated statements of operations:

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Fixed lease expense	$	122,318	$	122,798	$	244,636	$	259,443
Variable lease expense	54,081		89,910		126,275		214,271
Total operating lease expense	176,399		212,708		370,911		473,714
Short-term lease expense	39,379		6,915		47,236		27,428
Total lease expense	$	215,778	$	219,623	$	418,147	$	501,142

Cash paid for operating leases was $95,247 and $245,558 for the six months ended June 30, 2025, and 2024, respectively.

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NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the balance and classifications of the Company’s right-of-use assets and lease liabilities included in the unaudited condensed consolidated balance sheets:

	June 30, 2025		December 31, 2024
Operating lease right-of-use assets, net	$	900,292	$	1,094,743
Current portion of operating lease liabilities	459,249		435,307
Long-term operating lease liabilities	533,981		768,939
Total operating lease liabilities	$	993,230	$	1,204,246

For operating lease assets and liabilities, the weighted average remaining lease term was 2.7 years and 3 years as of June 30, 2025, and December 31, 2024, respectively. The weighted average discount rate used in the valuation over the remaining lease terms was 10.3% as of June 30, 2025, and 11.9% as of December 31, 2024.

The following table presents the Company’s maturities of lease liabilities as of June 30, 2025:

2025 (excluding the six months ended June 30, 2025)	$	263,913
2026	535,267
2027	268,072
2028	25,387
Total lease payments	1,092,639
Total present value discount	(99,409)
Operating lease liabilities	$	993,230

9. Commitments and Contingencies

Litigation – From time to time, we may be subject to litigation and other claims in the normal course of business. No amounts have been accrued in the condensed consolidated financial statements with respect to any matters.

10. Business Combination

On March 20, 2025, the Company acquired substantially all of the assets and certain specified liabilities of SeaTrepid, an expert in providing subsea robotic services to customers throughout the world, for a total consideration of $14.4 million. The acquisition aligns with the Company’s long-term growth strategy and expands its presence in the offshore market. The acquisition was accounted for as a business combination using the acquisition method in accordance with ASC 805 because the acquired assets and liabilities met the definition of a business, which includes inputs, processes, and outputs capable of generating revenue.

$3.95 million of the total consideration was paid in cash at closing and the remaining purchase price (excluding the contingent consideration) is due on or before September 30, 2025. The deferred amount is recorded in accrued liabilities in our condensed consolidated balance sheet as of June 30, 2025 and will be settled in cash.

The acquisition of SeaTrepid includes a contingent consideration arrangement in which the Company agreed to issue shares of its common stock to the sellers of SeaTrepid, subject to the achievement of $4 million of business revenue for the year ended December 31, 2025. In accordance with the asset purchase agreement executed on March 5, 2025, the number of earnout shares is equal to $5.5 million divided by the Minimum Price, as defined under Nasdaq Rule 5635(d), determined as of the date of the asset purchase agreement. The Company calculated the number of earnout shares equals 6,043,896 shares, based on a Minimum Price of $0.91 as of the date of execution of the asset purchase agreement. At the acquisition date, the Company estimated the fair value of the contingent consideration to be approximately $6.9 million, which is included in the total consideration transferred for the business combination. The contingent consideration is classified as

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NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

equity in accordance with ASC 815-40, as it will be settled in a fixed number of shares and does not meet the definition of a derivative or liability. As such, it will not be remeasured in future periods.

As part of the acquisition agreement, the purchase price is subject to a post-closing working capital adjustment. Based on the closing balance sheet, a working capital shortfall of approximately $0.5 million was identified and reduced the total purchase consideration.

The following table summarizes the consideration transferred to acquire SeaTrepid and preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:

Cash consideration	$	8,000,000
Earnout shares (fair value)	6,864,729
Purchase price adjustment	(512,037)
Total purchase price	$	14,352,692

Purchase Price Allocation	March 20, 2025
Cash	$	78,008
Accounts receivable, net	138,354
Inventory	75,300
Other current assets	62,515
Property and equipment	6,169,303
Goodwill	10,652,389
Accounts payable	(287,766)
Accrued liabilities	(97,668)
Notes payable - current	(2,437,743)
Total purchase price	$	14,352,692

The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets and earnout shares.

For additional details on the fair value measurement of the acquired assets and liabilities, including the valuation techniques used, see Note 19 Fair Value Measurements.

The results of SeaTrepid's operations have been included in the Company’s consolidated financial statements since the acquisition date. For the six months ended June 30, 2025, SeaTrepid contributed approximately $2,205,122 in revenue and $54,800 in net income.

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024.

	Six months ended June 30,
	2025		2024
Revenue	$	2,738,047	$	6,220,974
Net loss	(15,669,970)		(66,467,103)

These pro forma amounts reflect the historical operating results of the Company and SeaTrepid, adjusted for the effects of the acquisition, including the additional depreciation that would have been charged assuming the fair value adjustments to acquired property and equipment had been applied from January 1, 2024.

23

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the six months ended June 30, 2025, the Company incurred $0.04 million of acquisition-related costs. These expenses are included in general and administration expense on the condensed consolidated statement of operations for the six months ended June 30, 2025. The supplemental pro forma net loss for the six months ended June 30, 2025 was adjusted to exclude the acquisition-related costs, and instead, these costs are reflected in pro forma net loss for the six months ended June 30, 2024.

11. Goodwill

The Company recognized goodwill as a result of the acquisition of SeaTrepid on March 20, 2025. The goodwill represents the excess of the purchase price over the fair value of net assets acquired and is attributable to expected synergies and the assembled workforce. The goodwill is not deductible for tax purposes.

As of June 30, 2025, goodwill totaled $10,652,389. The Company did not have any goodwill recorded on its balance sheet prior to this acquisition.

The Company evaluates goodwill for impairment annually as of December 31, or more frequently if events or changes in circumstances indicate the asset might be impaired. No indicators of impairment were identified through the second quarter of 2025.

12. Income Taxes

Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. No income tax expense was recognized for the three and six months ended June 30, 2025, or 2024. The Company has a full valuation allowance against its net deferred tax assets as of June 30, 2025, and December 31, 2024, respectively.

13. Equity

Series A Convertible Preferred Stock - A total of 18,296 and 35,034 shares of Series A Convertible Preferred Stock were outstanding at June 30, 2025 and December 31, 2024, respectively.

On November 4, 2024, the Company entered into the Second Amendment and Exchange Agreement by and among the Company and ATW I, SLS and MIF pursuant to which such investors would exchange the remaining portion of the amount outstanding under the New Convertible Debentures and certain other amounts outstanding with respect thereto, into shares of Series A preferred convertible stock (the “Series A Preferred Stock”), subject to certain adjustments, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

On December 26, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series A Convertible Preferred Stock of the Company and designated 40,000 shares of Series A Preferred Stock.

Under the terms of the Series A Certificate of Designation, each share of Series A Preferred Stock has a stated value of $1,000 per share and a par value of $0.0001 per share and, when issued, the Series A Preferred Stock will be fully paid and non-assessable. The holders of Series A Preferred Stock will be entitled to a 5% per annum dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of Common Stock of the Company, when and if actually paid. The holders of the Series A Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Series A Certificate of Designation (or as otherwise required by applicable law).

The Series A Preferred Stock holders may convert all, or any part, of the outstanding Series A Preferred Stock, at any time at such holder’s option, into shares of the Common Stock at the fixed “Conversion Price” of $1.23, which is subject to proportional adjustments, or a holder may elect to convert the Series A Preferred Stock held by such holder at the

24

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

“Alternate Conversion Price” (as defined in the Series A Certificate of Designation) at holder’s election or at certain triggering event. The Company has the right to redeem in cash all, but not less than all, the shares of Series A Preferred Stock then outstanding at a 25% redemption premium to the greater of (i) the Conversion Amount being redeemed, and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed, multiplied by (2) the equity value of the Common Stock underlying the Series A Preferred Stock.

On December 27, 2024, the Company and ATW I closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to ATW I. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to SLS and MIF, respectively. The total fair value of these exchange transactions was $110,300,191. These shares of the Preferred Stock are convertible into shares of the Company’s Common Stock, subject to a beneficial ownership cap of 9.9% of the issued and outstanding Common Stock of the Company (with the exception to one investor), and to the stockholder approval requirement pursuant to Nasdaq rule 5635.

Reverse Stock Split

On July 22, 2024, the Company effected a 1-for-36 reverse stock split ("Reverse Stock Split") of the shares of the Company's common stock, par value $0.0001 per share. No fractional shares were issued in connection with the Reverse Stock Split, but were instead rounded up to the nearest whole share. The Reverse Stock Split resulted in 150,107,598 shares of common stock being converted in to 4,169,679 shares of common stock. The Board of Directors of the Company approved the Certificate of Amendment effecting the Reverse Stock Split in order to meet the share bid price requirements of the NASDAQ Capital Market. The Company’s stockholders authorized the Reverse Stock Split and the Certificate of Amendment at a special meeting held on June 17, 2024.

All options, warrants and other convertible securities of the Company outstanding immediately prior to the split have been adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

Each stockholder’s percentage ownership interest in the Company and proportional voting power remain virtually unchanged by the split, except for minor changes and adjustments that resulted from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s common stock were substantially unaffected.

As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease of $14,460 to common stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024. An adjustment to round fractional shares into whole shares was recorded in the year ended December 31, 2024 which increased common stock by 133,975 shares and $13 with a corresponding decrease in additional paid-in capital.

Unless otherwise noted, all references in the condensed consolidated financial statements and notes to condensed consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split.

On June 9, 2025, the Company’s stockholders approved a reverse stock split of the Company’s common stock at a ratio of up to 1-for-9, to be effected at the discretion of the Board of Directors. As of the date of this filing, the Board has not taken action to implement the split.

Common Stock – A total of 37,404,948 and 9,761,895 shares of Common Stock were outstanding as of June 30, 2025 and December 31, 2024, respectively.

During the first quarter of 2025, the Company conducted At The Market (“ATM”) offerings to offer and sell shares of the Company's Common Stock for an aggregate offering price of up to $20,189,798. Under this offering we issued and sold 7,488,822 shares, for gross proceeds of $20,141,905 and net proceeds of $19,438,121 after deducting commissions and offering expenses totaling $703,784.

25

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the six months ended June 30, 2025, ATW I and SLS converted 14,438 and 2,300 shares of Series A Preferred Shares into 15,366,634 and 2,796,727 shares of Common Stock respectively. During the year ended December 31, 2024, ATW I converted 400 shares of Series A Preferred Shares into 554,931 shares of Common Stock.

During the six months ended June 30, 2025, ATW I and ATW II converted 2024 Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 1,805,392 shares of Common Stock.

During the year ended December 31, 2024, the Company entered into an At The Market (“ATM”) Offering Agreement to offer and sell shares of our Common Stock having an aggregate offering price of up to $9,858,269. Under this offering we issued and sold 1,406,424 shares, for gross proceeds of $9,857,857 and net proceeds of $9,357,954 after deducting commissions and offering expenses totaling $499,903.

During the year ended December 31, 2024, ATW I and SLS converted New Convertible Debentures with a fair value of $29,741,859 principal values of $12,869,231 and $1,836,720 and interest of $442,140 and $4,785 into 4,818,836 and 699,053 shares of Common Stock, respectively.

Earnout Shares – Following the closing of the Merger between CleanTech, Merger Sub and Nauticus Robotics Holdings on September 9, 2022, former holders of shares of Nauticus Robotics Holdings’ Common Stock (including shares received as a result of the Nauticus Preferred Stock Conversion and the Nauticus Convertible Notes Conversion) are entitled to receive their pro rata share of up to 7,499,993, on a pre Reverse Stock Split basis (208,333 post Reverse Stock split) Earnout Shares which are held in escrow. The Earnout Shares will be released from escrow upon the occurrence of the following (each a "triggering event"):

i.one-half of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $15.00 per share over any 20 trading days within a 30-day trading period;

ii.one-quarter of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and

iii.one-quarter of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period.

As of June 30, 2025, the Earnout targets have not been achieved, and the Earnout Shares remain in escrow.

14. Warrants

Public Warrants – We assumed 8,624,991 Public Warrants on September 9, 2022 which remained outstanding as of June 30, 2025. For every 36 Public Warrants, the holder is entitled to purchase one share of Common Stock at a price of $11.50, subject to adjustment. However, no Public Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants is not effective within 120 days of September 9, 2022, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise, subject to the terms of the governing warrant agreement, Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants expire on September 9, 2027, or earlier upon redemption or liquidation. Our Public Warrants are listed on Nasdaq under the symbol “KITTW”.

26

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We may redeem the outstanding Public Warrants, in whole and not in part, at a price of $0.01 per warrant:

•at any time after the Public Warrants become exercisable,

•upon not less than 30 days’ prior written notice of redemption to each warrant holder,

•if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $16.50 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and

•if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If we call the Public Warrants for redemption as described above, we have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

The exercise price and number of shares of Common Stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.

The Public Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2025 and December 31, 2024 at $31,778 and $9,080, respectively, based on their publicly-traded price. For the three months ended June 30, 2025 and 2024, the Company reported a loss in value of the Public Warrants of $11,465 and $6,900, respectively. For the six months ended June 30, 2025 and 2024, the Company reported a loss and gain in value of the Public Warrants of $22,698 and $192,338, respectively. The change in fair value of the Public Warrants was reported within other (income) expense in our condensed consolidated statements of operations.

Private Warrants – We assumed 7,175,000 Private Warrants, which are not publicly traded, on September 9, 2022. These remained outstanding as of June 30, 2025. For every 36 Private Warrants, the holder is entitled to purchase one share of Common Stock at an exercise price of $11.50 and is identical in all material respects to the Public Warrants except that the Private Warrants are exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The Private Warrants purchased by CleanTech Investments, LLC are not exercisable after July 14, 2026, as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these Private Warrants.

The Private Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2025 and December 31, 2024 at $11,682 and $7,884, respectively. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model using the following assumptions: stock price of $0.90, no assumed dividends, a risk-free rate of 3.71%, implied volatility of 180.6%, and a remaining term of 2.19 years. For the three months ended June 30, 2025 and 2024, the Company reported a gain and loss in value of the Private Warrants of $1,179 and $12,386, respectively. For the six months ended June 30, 2025 and 2024, the Company reported a loss and gain in value of the Private Warrants of $3,798 and $155,669, respectively. The change in fair value of the Private Warrants was reported within other (income) expense in our condensed consolidated statements of operations.

SPA Warrants – On September 9, 2022 and pursuant to the Securities Purchase Agreement, we issued an aggregate 2,922,425 Original SPA Warrants, on a pre Reverse Stock Split basis, to the SPA Parties. Upon issuance, each whole Original SPA Warrant was exercisable over its 10-year term for one share of Common Stock at a price of $20.00 per share, subject to certain adjustments including full ratchet anti-dilution price protections.

In connection with the Securities Purchase Agreement, the Company and the SPA Parties entered into that certain Registration Rights Agreement, dated as of September 9, 2022 (the “RRA”), pursuant to which the Company and the SPA Parties agreed to certain requirements and conditions covering the resale by the SPA Parties of the shares of Common

27

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Stock underlying the Debentures and Original SPA Warrants. Under the terms of the RRA, the Company was required to (i) file a registration statement (the “Initial Registration Statement”) covering such underlying shares within 15 business days of the Closing and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date (as defined in the RRA) (the “Registration Requirements”). The RRA additionally provided for liquidated damages if the Registration Requirements were not met.

On June 22, 2023, the Company and the SPA Parties entered into the first amendment to the RRA (the “RRA Amendment”), pursuant to which the Company agreed to deliver to the SPA Parties an aggregate 1,890,066 shares of Common Stock at an agreed upon price of $2.286, on a Pre Reverse Stock Split basis, (the “RRA Amendment Shares”) in exchange for the waiver and release by the SPA Parties of any and all claims, remedies, causes of action and any other Initial Effectiveness Date Claims (as defined in the RRA Amendment) under any of the Transaction Documents (as defined in the RRA), including all past and future claims for liquidated damages under the RRA with respect to, and any other amounts that may be payable by reason of or otherwise relating to, the Effectiveness Date (as defined in the RRA) of the Initial Registration Statement.

During the second quarter of 2024, the Company issued 1,890,066 shares of Common Stock, on a pre Reverse Stock Split basis, as payment for liquidated damages and interest of $4,320,690, and the damages and interest were recorded under interest expense in the condensed consolidated statements of operations. The settlement date of the liquidated damages occurred August 3, 2023, with a closing price of $1.95, with the change in the agreed upon price of $2.286 to settlement resulting in a gain of $635,061, which was also included in interest expense in the condensed consolidated statements of operations.

Pursuant to the RRA Amendment, the Company also agreed to file a registration statement for the registration and resale of the RRA Amendment Shares by the SPA Parties and to cause such registration statement to become effective as soon as practicable thereafter in accordance with the terms of the RRA, as amended by the RRA Amendment. The registration statement was filed on August 7, 2023 and was declared effective on September 12, 2023.

On June 22, 2023, we entered into the Letter Agreements with the SPA Parties (the “Letter Agreements”), pursuant to which the SPA Parties (also being the holders of the Original SPA Warrants) agreed to amend the exercise price of the Original SPA Warrants, which, since issuance, had been exercisable to purchase an aggregate 2,922,425 shares of Common Stock, on a pre Reverse Stock Split basis, in exchange for the Company’s agreement to (i) lower the exercise price of the Original SPA Warrants to a weighted average of $3.28 per share, with multiple tranches priced between $2.04 and $4.64 per share, and (ii) upon the SPA Parties’ exercise of the Amended SPA Warrants, issue New SPA Warrants to the SPA Parties to purchase, in the aggregate, up to 2,922,425 shares of Common Stock, on a pre Reverse Stock Split basis.

During any period when we shall have failed to maintain an effective registration statement covering the shares of Common Stock issuable upon exercise of the Amended SPA Warrants, the registered holder may exercise its Amended SPA Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

On June 23, 2023, pursuant to its Letter Agreement with the Company, ATW I exercised 165,713 Amended SPA Warrants, pursuant to which 165,713 shares of Common Stock, on a pre Reverse Stock Split basis, (4,603 shares of Common Stock post Reverse Stock Split) and 165,713 New SPA Warrants were issued to ATW by the Company in accordance with the terms of the Letter Agreement. The Company received proceeds of $338,055 from the warrants exercised by ATW.

On September 18, 2023, the Company entered into a convertible senior secured term loan agreement convertible at $6.00 per share. Based on the letter agreement, SPA warrants holders who exchange through March 1, 2024, the exercise price was reset from $20.00 to $6.00 a warrant pursuant to the full-ratchet provision. The exchange warrants were reset to $6.00 with a factor of 3.3333, increasing the number of warrants to 552,377, on a pre Reverse Stock Split basis.

The New SPA Warrants will be (and, with respect to those already issued, are) substantially in the form of the Amended SPA Warrants as described above except that the New SPA Warrants (i) have an exercise price of $20.00 per share (including, for purposes of clarification, full-ratchet anti-dilution on the exercise price and number of underlying shares issuable based on the aggregate exercise price using $20.00 as the base exercise price), (ii) are immediately exercisable upon issuance, and (iii) are exercisable until September 9, 2032.

28

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

If a registration statement covering the shares of Common Stock issuable upon exercise of the New SPA Warrants is not effective 60 days after March 1, 2024 (or, in the event of a “full review” by the SEC, 120 days after March 1, 2024), upon the registered holder’s election to exercise its New SPA Warrants, the registered holder may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise its New SPA Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

On December 31, 2023, the Company and ATW I, as the purchaser, entered into a Securities Purchase Agreement (the "PIPE SPA"), pursuant to which the purchaser agreed to purchase up to an aggregate of $5,000 shares of Common Stock of the Company at a $2 per share purchase price on a pre Reverse Stock Split basis. Based on the PIPE SPA, the exercise price of the SPA Warrants was reset from $6.00 to $2.00.

During the six months ended June 30, 2024, ATW I exercised 615,589 SPA Warrants, on a post Reverse Stock Split basis, (22,161,186 pre Reverse Stock Split) SPA Warrants in exchange for Common Stock. The Company did not receive cash in respect of these transactions.

Unless context otherwise requires, the term “SPA Warrants” means (i) before the entry into the Letter Agreements, the Original SPA Warrants, and (ii) upon and following the entry into the Letter Agreements, (a) the Amended SPA Warrants, and (b) the New SPA Warrants.

The SPA Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2025, at $96,322 and as of December 31, 2024 at $164,949. The fair value of the SPA Warrants was estimated using a Black-Scholes option pricing model using the following assumptions: stock price of $0.90, no assumed dividends, implied volatility of 180.6%, and a remaining term of 2.19 years. The change in value of the SPA Warrants during the three months ended June 30, 2025 and 2024, was a gain of $1,499 and $4,441,987, respectively. The change in value of the SPA Warrants during the six months ended June 30, 2025 and 2024, was a gain of $68,627 and $12,384,317, respectively. The change in fair value of SPA Warrants was reported with other (income) expense in our condensed consolidated statements of operations.

15. Stock-Based Compensation

Our 2022 Omnibus Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock units (“RSU”s), restricted stock and other stock-based awards, any of which may be performance-based, and for incentive bonuses, which may be paid in cash, Common Stock, or a combination thereof. As of June 30, 2025, 378,969 equity units remained outstanding.

Total stock-based compensation expense including options and RSUs for the three and six months ended June 30, 2025, net of forfeiture adjustments, totaled $257,334 and $570,015, respectively. Total stock-based compensation expense including options and RSUs for the three and six months ended June 30, 2024, net of forfeiture adjustments, totaled $809,310 and $1,339,965, respectively.

16. Employee Benefit Plan

Nauticus offers a 401(k) plan which permits eligible employees to contribute portions of their compensation to an investment trust. The Company makes contributions to the plan totaling 3% of employees’ gross salaries and such contributions vest immediately. The 401(k) plan provides several investment options, for which the employee has sole investment discretion. The Company’s cost for the 401(k) plan was $61,231 and $95,692 for the three and six months ended June 30, 2025, respectively. The Company’s cost for the 401(k) plan was $48,261 and $103,265 for the three and six months ended June 30, 2024, respectively.

29

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

17. Related Party Transactions

ATW I, ATW II, ATW III, MIF and SLS are considered related parties as they can significantly influence the management of the Company, and we require their consent on all material transactions. Further, MIF is considered a related party as Adam Sharkawy is a member of the Board of Directors of the Company and the founder and managing partner of MIF.

SPA Warrants – The SPA Warrants are held by related parties ATW I, MIF and SLS Family Irrevocable Trust (see Note 14 – Warrants).

Exchanged Senior Secured Convertible Debenture - On January 30, 2024, the Company and certain of its subsidiaries and ATW I entered into the Amendment and Exchange Agreement, pursuant to which ATW I transferred its existing 5% Original Issue Discount Senior Secured Convertible Debenture to the Company in exchange for a new Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (the “New Convertible Debentures”) in the aggregate principal amount of $29,591,600. In addition, on January 30, 2024, the Company and certain of its subsidiaries entered into additional Amendment and Exchange Agreements with MIF and SLS on substantially similar terms, pursuant to which MIF and SLS transferred their existing 5% Original Issue Discount Senior Secured Convertible Debentures to the Company in exchange for New Convertible Debentures in the aggregate principal amount of $5,102,000 and $1,836,720, respectively. The fair value of the New Convertible Debentures was $99,195,791 upon issuance on January 30, 2024.

During the year ended December 31, 2024, ATW I and SLS converted Senior Secured Convertible Debentures with a principal value of $12,869,231 and $1,836,720 and interest of $442,140 and $4,785 into 4,818,836 and 699,053 shares of Common Stock, respectively. The fair value of the conversion was $29,741,859.

Second Amendment and Exchange Agreement - On November 4, 2024, the Company entered into the Second Amendment and Exchange Agreement by and among the Company and ATW I, SLS and MIF pursuant to which such investors would exchange the remaining portion of the amount outstanding under the New Convertible Debentures and certain other amounts outstanding with respect thereto, into shares of Series A Preferred Stock.

On December 27, 2024, the Company and ATW I closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to ATW I. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to SLS and MIF, respectively, (see Note 13, “Equity”).

Series A Convertible Preferred Stock - During the six months ended June 30, 2025, ATW I and SLS converted 14,438 and 2,300 shares of Series A Preferred Shares into 15,366,634 and 2,796,727 shares of Common Stock respectively. During the year ended December 31, 2024, ATW I converted 400 shares of Series A Preferred Shares into 554,931 shares of Common Stock.

November 2024 Debentures - On November 4, 2024, the Company entered into a Securities Purchase Agreement with ATW I, pursuant to which ATW I purchased, in a private placement, $1,150,000 in principal amount of debentures, with an option to purchase up to an additional aggregate of $20,000,000 in principal amount of original issue discount senior secured convertible debentures (the “November 2024 Debentures”). On December 11, 2024, ATW I purchased, in a private placement, $1,000,000 in principal amount of debentures. The principal amount outstanding on the November 2024 Debentures at June 30, 2025 and December 31, 2024 was $2,150,000 and the fair value was $3,119,892 and $2,583,832, respectively.

Convertible Senior Secured Term Loans – In the third quarter of 2023, the Company entered into a convertible senior secured term loan with related parties ATW II, ATW I, MIF and other non-related party lenders. The loan was subsequently amended in the fourth quarter of 2023 and the first quarter of 2024 (see Note 7, “Notes Payable”).

On January 30, 2024, the Company also entered into the 2024 Term Loan Agreement with related parties ATW Management, as collateral agent and lender, and ATW III, ATW II, ATW I, MIF and another non-related party lenders. On May 1, 2024, the Company entered into an amendment to the 2024 Term Loan Agreement with ATW I.

30

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the six months ended June 30, 2025, ATW I and ATW II converted 2024 Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 1,805,392 shares of Common Stock.

The principal amounts outstanding on the convertible senior term loans to related parties ATW I, ATW II, ATW III and MIF at June 30, 2025 were $1,643,933, $4,404,211, $1,155,306 and $4,309,674, respectively. The principal amount outstanding on the convertible senior term loans on December 31, 2024 to ATW I, ATW II, ATW III and MIF was $2,933,362, $5,666,638, $1,112,943 and $4,224,983, respectively. For the three and six months ended June 30, 2025, interest expense attributable to ATW I, ATW II, ATW III and MIF was $51,944, $139,161, $25,794 and $114,762 and $103,317, $276,793, $75,876 and $277,386, respectively. For the three and six months ended June 30, 2024, interest expense attributable to ATW I, ATW II, ATW III and MIF was $88,909, $189,501, $39,876 and $142,883, and $142,883, $333,552, $65,709 and $246,841, respectively.

Flexible Consulting, LLC - On December 1, 2023, the Board appointed Victoria Hay as the Interim Chief Financial Officer and principal financial officer of the Company. Victoria Hay is the co-owner and President of Flexible Consulting, LLC, a financial and accounting consulting firm, with which the Company has engaged with since January 2023 to provide it with accounting and finance services relating to its quarterly reporting and mergers/acquisition activity. On July 25, 2025, the Board appointed Jimena Begaries, also a Flexible Consulting LLC employee, as the Interim Chief Financial Officer succeeding Victoria Hay. Flexible Consulting, LLC is considered to be a related party from December 1, 2023. The total value of services provided by Flexible Consulting, LLC to the Company for the three and six months ended June 30, 2025 and 2024 was $319,726 and $240,000, respectively, and accounts payable included $45,000 and $160,366 due to Flexible Consulting, LLC at June 30, 2025 and December 31, 2024, respectively.

31

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

18. Loss Per Share

The following table is the basic and diluted loss per share computation. For all periods presented, weighted average shares and loss per share reflect the effects of the Reverse Stock Split.

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) for basic earnings per share	$	(7,454,176)	$	4,540,975	$	(15,021,363)	$	(68,297,961)
Adjustments to net income (loss) available to shareholders
Change in fair value of SPA warrant liabilities	-		(4,441,987)		-		-
New convertible debentures interest and change in fair value	-		(7,454,365)		-		-
Convertible secured debentures interest and amortization	-		1,326,657		-		-
Adjusted net loss for diluted earnings per share	$	(7,454,176)	$	(6,028,720)	$	(15,021,363)	$	(68,297,961)
Denominator:
Weighted average shares used to compute basic EPS	29,007,029		1,950,563		28,231,536		1,667,187
Dilutive effect of:
Stock options	-		-		-		-
Restricted and performance stock units	-		17,786		-		-
SPA Warrants	-		144,759		-		-
Convertible debt	-		3,251,287		-		-
Weighted average shares used to compute diluted EPS	29,007,029		5,364,395		28,231,536		1,667,187
Basic loss per share	$	(0.26)	$	2.33	$	(0.53)	$	(40.97)
Diluted loss per share	$	(0.26)	$	(1.12)	$	(0.53)	$	(40.97)
Anti-dilutive securities excluded from shares outstanding:
Stock options	12,104		50,736		14,715		50,736
Restricted and performance stock units	126,308		165,796		134,138		165,796
Warrants	545,419		438,889		545,419		583,648
Earnout shares	208,333		208,333		208,333		208,333
Seatrepid earnout shares	6,043,896		-		6,043,896		-
Convertible debt	7,982,654		-		7,982,654		3,251,287
Series A Convertible Preferred Stock	17,849,756		-		17,849,756		-
Total	32,768,470		863,754		32,778,911		4,259,800

32

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

19. Fair Value Measurements

The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels related to fair value measurements are as follows:

Level 1 –	Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The estimated fair values of accounts receivable, contract assets, accounts payable, accrued expenses, and indebtedness with unrelated parties approximate their carrying amounts due to the relatively short maturity or time to maturity of these instruments. Notes payable with related parties may not be arms-length transactions and therefore may not reflect fair value.

The fair value of the November 2024 Debentures are measured at each reporting date in accordance with ASC 820-10, Fair Value Measurement, using a Monte Carlo simulation model. This model incorporates Level 3 inputs, including, current stock price, stock price volatility (historical and implied), risk free interest rate (U.S. Treasury rates), and expected term to maturity. The fair value measurement is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs. At June 30, 2025, the following assumptions were used in order to estimate the fair value of the November 2024 Debentures: stock price of $0.90, a risk free rate of 3.91%, implied volatility of 175% and a remaining term of 1.19 years.

The fair value of the Public, Private and SPA Warrants are measured at each reporting date in accordance with ASC 820-10. The Public Warrants were valued based on their publicly-traded price. The Private and SPA Warrants are considered Level 3 measurements as they involve significant unobservable inputs.

In connection with the acquisition of SeaTrepid on March 20, 2025, the Company measured the identifiable assets acquired and liabilities assumed at fair value in accordance to ASC 820-10. The fair value of land and buildings acquired were measured using the market approach and considered Level 2 measurements as observable inputs from comparable sales were used. Machinery and equipment acquired were measured using cost approach and considered Level 3 measurements due to the use of unobservable inputs. The fair value of the earnout shares related to the acquisition were measured using the Monte Carlo simulation model. The model incorporates Level 3 inputs, including stock price of $1.14, stock price volatility of 99.9%, revenue volatility of 101.4%, risk free rate of 4.15% and a remaining term of 0.78 years.

The fair value of notes payable acquired approximated their carrying values at the acquisition date as the Company plans to pay off the notes in the short term. The fair values of working capital items, including cash, accounts receivable, accounts payable, and accrued expenses, approximated their carrying values at the acquisition date due to their short-term nature. These items are not presented in the table below.

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NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial liabilities that are required to be measured at fair value on a recurring basis and the related activity for the periods presented:

	Fair Value as of June 30, 2025								Fair Value as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
Financial liabilities:
November 2024 Debentures	$	3,119,892	$	-	$	-	$	3,119,892	$	2,583,832	$	-	$	-	$	2,583,832
Public Warrants	$	31,778	$	31,778	$	-	$	-	$	9,080	$	9,080	$	-	$	-
Private Warrants	11,682		-		-		11,682		7,884		-		-		7,884
SPA Warrants	96,322		-		-		96,322		164,949		-		-		164,949
Total warrant liability	$	139,782	$	31,778	$	-	$	108,004	$	181,913	$	9,080	$	-	$	172,833
Non-recurring fair value instruments:
Series A Preferred Stock									$	110,300,391	$	-	$	-	$	110,300,391
	Fair Value as of March 20, 2025								Fair Value as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
SeaTrepid Acquisition:
Land	$	444,435	$	-	$	444,435	$	-	$	-	$	-	$	-	$	-
Buildings	$	970,904	$	-	$	970,904	$	-	$	-	$	-	$	-	$	-
Machinery and equipment	$	4,753,964	$	-	$	-	$	4,753,964	$	-	$	-	$	-	$	-
Earnout shares	$	6,864,729	$	-	$	-	$	6,864,729	$	-	$	-	$	-	$	-

The following table sets forth a summary of the changes in fair value of the Company’s financial liabilities categorized within Level 3:

	November 2024 Debentures		Warrant Liability
Balance, December 31, 2024	$	2,583,832	$	172,833
Change in fair value of November 2024 Debentures	536,060		-
Change in fair value of warrant liabilities	-		(64,829)
Balance, June 30, 2025	$	3,119,892	$	108,004

20. Subsequent Events

ATM

On June 30, 2025, the Company commenced an “at-the-market” (ATM) offering under a previously filed shelf registration statement. As of the filing date of this Quarterly Report on Form 10-Q, we have issued and sold 2,008,713 shares, for gross

34

NAUTICUS ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

proceeds of $2,063,374 and net proceeds of $1,941,956 after deducting commissions and offering expenses totaling $121,418

Securities Purchase Agreement

On August 6, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a related party institutional investor (the “Investor”), pursuant to which the Investor agreed to purchase, in a private placement, shares Series B Convertible Preferred Stock for an aggregate purchase price of $2,940,000, as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. On August 8, 2025, the Company and the Investor closed the Purchase Agreement transaction, and the Company issued 3,000 shares of Series B Convertible Preferred Stock to the Investor. For additional information regarding this transaction, refer to the Current Reports on Form 8-K filed on August 7, 2025 and August 8, 2025, respectively.

35

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Overview

Nauticus Robotics, Inc. (the “Company,” “our,” “us” or “we”) is a developer of ocean robots, cloud software and intelligent services that transform operations in offshore energy, environmental monitoring, and defense. Our principal corporate offices are located in Webster, Texas. Our portfolio includes fully autonomous underwater vehicles ("AUVs"), remotely operated vehicles (“ROVs”) electric robotic manipulators, and the Nauticus ToolKITT™ software platform. Our technology solutions position us at the forefront of the global shift toward autonomy.

Our flagship autonomous vehicle, AQUANAUT®, provides advantages over conventionally tethered ROVs and traditional AUVs. Leveraging advanced thruster configurations, a streamlined hull, and integrated electric manipulation, AQUANAUT® performs complex subsea tasks with efficiency, precision, and minimal surface support. Nauticus ToolKITT™—our intelligent control and autonomy software—extends this capability across platforms, enabling robots to sense, decide, and act autonomously. Nauticus ToolKITT™ has already been deployed on third-party ROVs and is gaining traction as a transformative solution for inspection, maintenance, and intervention services. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and AQUANAUT® . Its patented electric actuators replace traditional hydraulic systems.

The strategic acquisition of SeaTrepid. finalized on March 20, 2025, intends to expand our operational fleet, enhance service capacity, and open cross-selling opportunities by integrating Nauticus ToolKITT™ into SeaTrepid’s operations. The combined portfolio sets a new standard for efficiency, performance, and flexibility in subsea services.

Recent Developments

We entered 2025 with significant momentum, strengthened by both strategic execution and market adoption:

•Operational Deployments – We successfully launched the 2025 offshore season with multiple ROV deployments, including a long-term drill support contract in the Gulf of Mexico and environmental operations off the U.S. East Coast. AQUANAUT® is now integrated into commercial operations, marking a critical milestone in its path to scaled revenue.

•Industry Recognition – Our technology received significant visibility at leading industry conferences. AQUANAUT® was featured in a technical paper presented by a supermajor at the Offshore Technology Conference, while our leadership team contributed to panels at both the DeepStar Technology Symposium and the Louisiana Energy Conference. These appearances highlight our growing influence as a thought leader in subsea autonomy.

•Integration Progress – SeaTrepid integration is delivering tangible results. The combined ROV and AQUANAUT® fleet is enabling us to engage a broader customer base, increase utilization, and expand into new geographies.

•Strategic Partnerships – We announced a collaboration with Open Ocean Robotics to pair AQUANAUT® with solar-powered uncrewed surface vessels, combining persistent surface monitoring with subsea autonomy to unlock cost-efficient, lower-carbon solutions. Additionally, we signed a multi-year master services agreement with Advanced Ocean Systems (AOS) to test integrated subsea and surface autonomy solutions, further expanding our innovation ecosystem.

Market Environment and Outlook

The offshore energy market remains robust, with vessel and subsea asset utilization in the Gulf of Mexico near multi-year highs. While the North American offshore wind sector experienced temporary delays due to policy shifts, recent easing of restrictions has revived select opportunities, and we are actively mobilizing for new wind-farm projects.

Adoption of autonomous subsea robotics is accelerating, driven by customer priorities around safety, efficiency, and data quality. Energy operators are increasingly leading this innovation push, creating tailwinds for advanced solutions like AQUANAUT® and Nauticus ToolKITT™.

Defense sector engagement is also gaining momentum, with increased activity at the prime contractor level. While awards typically flow first to larger primes, we are strategically positioned through partnerships, such as our alliance with Leidos, to participate in future contracts.

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Overall, our near-term pipeline is stronger than ever, supported by active contracts, prospective projects in multiple basins, and international interest in our autonomous services.

Operational Performance and Product Advancement

Service revenue in the quarter was driven primarily by SeaTrepid’s ROV operations, now fully integrated into Nauticus. Importantly, cross-selling is beginning to take hold, as SeaTrepid’s customers express interest in AQUANAUT®, the Olympic Arm™, and Nauticus ToolKITT™.

AQUANAUT® is now mobilized with one of our ROVs on an active commercial environmental contract. While we addressed certain hardware refinements this quarter to improve reliability and uptime, these improvements are expected to yield stronger margins and consistent performance going forward.

Nauticus ToolKITT™ is approaching full commercial deployment. The first commercial release is ready for external testing, and we are advancing discussions with customers to integrate ToolKITT™ onto their own ROV fleets.

Finally, the Olympic Arm™ program continued to mature. Market demand for a compact, fully electric manipulator remains strong, and we intend to capitalize on that demand as development proceeds.

Conclusion

The first half of 2025 has been a period of decisive execution. We have integrated SeaTrepid, expanded our operational fleet, advanced AQUANAUT®, Nauticus ToolKITT™, and Olympic Arm™ toward full commercialization, and forged strategic alliances that extend our market reach.

With a strong ROV services pipeline, growing adoption of autonomous solutions, and AQUANAUT® revenue set to scale in the second half of the year, Nauticus is well positioned for growth. We remain focused on reliability, readiness, and disciplined capital deployment, confident that our strategy will unlock significant long-term value for our stakeholders.

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Results of Operations

Three and six months ended June 30, 2025, compared to three and six months ended June 30, 2024

The following table sets forth summarized condensed consolidated financial information:

	Three months ended June 30,								Six months ended June 30,
					Change								Change
	2025		2024		$		%		2025		2024		$		%
Revenue
Service	$	2,075,566	$	501,708	$	1,573,858	314	%	$	2,240,822	$	966,062	$	1,274,760	132	%
Total revenue	2,075,566		501,708		1,573,858		314	%	2,240,822		966,062		1,274,760		132	%
Costs and Expenses
Cost of revenue	3,504,043		2,875,394		628,649		22	%	4,743,000		4,969,349		(226,349)		-5	%
Depreciation	574,563		411,586		162,977		40	%	1,054,939		837,771		217,168		26	%
Research and development	-		-		-		0	%	-		63,534		(63,534)		-100	%
General and administrative	4,368,187		3,227,288		1,140,899		35	%	8,677,873		6,657,298		2,020,575		30	%
Total costs and expenses	8,446,793		6,514,268		1,932,525		30	%	14,475,812		12,527,952		1,947,860		16	%
Operating loss	(6,371,227)		(6,012,560)		358,667		6	%	(12,234,990)		(11,561,890)		673,100		6	%
Other (income) expense:
Other (income) expense, net	52,461		118,274		(65,813)		56	%	(34,936)		21,801		(56,737)		-260	%
Gain on lease termination	-		(8,532)		8,532		100	%	-		(23,897)		23,897		-100	%
Foreign currency transaction loss	274		4,296		(4,022)		-94	%	3,541		9,443		(5,902)		-63	%
Loss on extinguishment of debt	-		-		-		0	%	-		78,734,949		(78,734,949)		100	%
Change in fair value of warrant liabilities	8,757		(4,422,701)		4,431,458		100	%	(42,131)		(12,732,324)		12,690,193		100	%
Change in fair value of New Convertible Debentures	-		(7,410,303)		7,410,303		100	%	-		(11,914,729)		11,914,729		100	%
Change in fair value of November 2024 Debentures	(187,866)		-		(187,866)		-100	%	536,060		-		536,060		-100	%
Interest expense, net	1,209,323		1,165,431		43,892		4	%	2,323,839		2,640,828		(316,989)		-12	%
Net income (loss)	$	(7,454,176)	$	4,540,975	$	11,995,151	-264	%	$	(15,021,363)	$	(68,297,961)	$	(53,276,598)	-78	%

Revenue. For the three and six months ended June 30, 2025, revenue increased $1,573,858 or 314% and $1,274,760 or 132%, respectively, as compared to the three and six months ended June 30, 2024, primarily driven by the additional activity from the SeaTrepid acquisition performed in March 20, 2025.

Cost of revenue. For the three ended June 30, 2025, cost of revenue increased $628,649 or 22% as compared to the three months ended June 30, 2024 due to the additional revenue. For the six months ended June 30 2025, cost of revenue decreased $226,349 or 5%, as compared to the six months ended June 30, 2024 driven by cost control strategies.

Depreciation. For the three and six months ended June 30, 2025, depreciation increased $162,977 or 40% and $217,168, or 26%, respectively, as compared to the three and six months ended June 30, 2024, due to the increase in property and equipment primarily related to the acquisition of SeaTrepid.

Research and development. For the six months ended June 30, 2025, research and development costs decreased $63,534, or 100%, respectively, compared to the six months ended June 30, 2024, due to the Company achieving technological feasibility in both hardware and software development and focusing on bringing its products to market. From April 1, 2024, no costs were classified as research and development.

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General and administrative. For the three and six months ended June 30, 2025, general and administrative costs increased 1,140,899 or 35% and $2,020,575, or 30%, respectively, compared to the three and six months ended June 30, 2024, driven by the SeaTrepid acquisition related costs as well as integration of their structure.

Other (income) expense, net. For the three months ended June 30, 2025, other expense is attributable to franchise tax liabilities incurred in relation to activity in Brazil. For the six months ended June 30, 2025, other expense related to prior year reimbursement of costs from client. For the three months ended June 30, 2024, other expense related primarily to franchise tax expense and taxes incurred from activity in Brazil. For the six months ended June 30, 2024, other expense related to franchise tax expense and taxes incurred from activity in Brazil partially offset by proceeds received from the sale of expensed equipment.

Gain on lease termination. For the three months ended June 30, 2024, a gain on lease termination of $8,532 was reported, relating to a second agreement to reduce leased office space in Norway. For the six months ended June 30, 2024, a gain on lease termination of $23,897 was reported, primarily due to the reduction in leased office space in Norway.

Loss on extinguishment of debt. For the six months ended June 30, 2024, a loss on the extinguishment of debt of $78,734,949 was reported driven by the Amendment and Exchange Agreement. See Note 7 "Notes Payable".

Change in fair value of warrant liabilities. For the three months ended June 30, 2025 the Company reported a loss in the fair value of warrant liabilities of $8,757; for the three months ended June 30 2024, the Company reported a gain in fair value of warrant liabilities $4,422,701. For the six months ended June 30, 2025 and 2024, the Company reported a gain in the fair value of warrant liabilities of $42,131 and $12,732,324, respectively.

Change in fair value of New Convertible Debentures. For the three and six months ended June 30, 2024, a gain on the fair value of the new convertible debentures of $7,410,303 and $11,914,729 was reported respectively.

Change in fair value of November 2024 Debentures. For the three months ended June 30, 2025 a gain on the fair value of the new convertible debentures of ($187,866); for the six months ended June 30, 2025 a loss on the fair value of the new convertible debentures of $536,060 was reported.

Interest expense, net. For the three months ended June 30, 2025, interest expense, net increased $43,892, or 4%, driven by interest on the convertible senior secured term loans. For the six months ended June 30, 2025, interest expense, net decreased, $316,989 or 12% driven by interest on the convertible senior secured term loans.

Liquidity and Capital Resources

The Company continues to develop its principal products and conduct research and development activities. Currently, the Company does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company has embarked on cost-cutting measures to continue to preserve cash. The Company may require additional liquidity to continue its operations over the next twelve months which a current investor has committed to provide. The Company believes with this investor support that there will be sufficient resources to continue as a going concern for at least one year from the date that the condensed consolidated financial statements contained in this Form 10-Q are issued.

As of June 30, 2025, the Company had $2,663,404 of cash and cash equivalents.

Significant sources and uses of cash during the six months ended June 30, 2025.

Sources of cash:

•The Company received net proceeds of $19,403,540 from equity financing attributable to the ATM share offering.

Uses of cash:

•Cash used in operating activities was $14,006,452, of which $2,067,289 was used to increase working capital.

•Cash used in investing activities related to the acquisition of SeaTrepid of $3,871,992 and capital expenditures of $47,239.

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Indebtedness. The Company’s indebtedness as of June 30, 2025, is presented in Item 1, “Financial Statements – Note 7 – Notes Payable” and our lease obligations are presented in Item 1, “Financial Statements – Note 8 – Leases.”

Critical Accounting Policies and Estimates

Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgements, some of which may relate to matters that are inherently certain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Please refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our critical accounting estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation and under the supervision of our Chief Executive Officer and our Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of June 30, 2025, as a result of the previously disclosed material weakness discussed below our disclosure controls and procedures were not effective. In light of this fact, our management, including our Chief Executive Officer and Interim Chief Financial Officer, have performed additional analyses, reconciliations, and other post-closing procedures in order to conclude that, notwithstanding such material weakness, the unaudited condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP as of the dates and for the periods presented in this Form 10-Q.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, as amended. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Previously identified material weakness. In 2021, we identified a material weakness in our internal control over financial reporting, as defined in the standards established by the Sarbanes-Oxley Act of 2002. This material weakness related to a lack of qualified accounting and financial reporting personnel with an appropriate level of experience and inadequate procedures for the accounting close process including obtaining information supporting significant accounting estimates and judgments affecting the financial statements on a timely basis.

Through the years ended December 31, 2022 and 2023, we continued to implement remediation initiatives in response to the previously identified material weakness, including, but not limited to, hiring additional experienced accounting and financial reporting personnel and modifying a new Enterprise Resource Planning (ERP) System which assisted in the automation of processes, including standardizing workflows, enhancing segregation of duties, and ensuring compliance with policies. As a result of the significant turnover of key finance personnel at the end of 2023 and limited handover to the new finance team, we concluded there was a gap in the implementation of the above remediation initiatives.

In 2024, the Company identified material weaknesses in its internal controls over financial reporting related to: (1) ineffective design and operation of controls over significant complex transactions, which resulted in restatements of all interim periods of 2024 and (2) failure to remediate previously reported material weakness over ineffective design and operation of user access controls.

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Remediation Plan. The company continues to implement certain remediation actions, such as the design and implementation of: (1) a formal Significant and Complex Transaction review process that will identify transactions that should be reviewed by 3rd party experts to ensure proper treatment and (2) user access controls and proper segregation of duties for all critical accounting systems, supported by formal policies and training for all Information Technology personnel. This will be fully implemented by the end of 2025.

Changes in internal control over financial reporting. During the fiscal quarter ended June 30, 2025, except as described above in "Remediation Plan" there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control. The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Although we may, from time to time, be subject to litigation and other claims in the normal course of business, we are currently not a party to any material legal proceeding. No amounts have been accrued in the condensed consolidated financial statements with respect to any such matters.

ITEM 1A. RISK FACTORS

During the three months ended June 30, 2025, there have been no material changes in the “Risk Factors” as set forth in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the SEC. The risks described therein are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the second quarter of 2025, the Company issued 1,781,983 and 363,167 shares of common stock, respectively, to ATW and SLS, upon their respective conversions of 1,250 and 300 shares of Series A Preference Stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Trading Plans

During the three months ended June 30, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

		Incorporated by Reference
Exhibit	Description	Schedule/  Form	File  Number	Exhibits	Filing Date
3.1	Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.	Form 8-K	001-40611	3.5	September 15, 2022
3.2	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.	Form 8-K	001-40611	3.1	July 18, 2024
3.3	Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of Nauticus Robotics, Inc.	Form 8-K	001-40611	3.1	December 27, 2024
3.4	Amended and Restated Bylaws of Nauticus Robotics, Inc (as of May 11, 2023).	Form 8-K	001-40611	3.1	May 15, 2023
31.1+	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.0	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Management Contract

+ Filed herewith

*Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NAUTICUS ROBOTICS, INC.
By:	/s/ John W. Gibson, Jr.
	John W. Gibson, Jr.
	Chief Executive Officer
	(Principal Executive Officer)
Date:	August 11, 2025
By:	/s/ Jimena Begaries
	Jimena Begaries
	Interim Chief Financial Officer
Date:	August 11, 2025

44

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, John W. Gibson, Jr., certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of Nauticus Robotics, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 11, 2025

/s/ John W. Gibson, Jr.

John W. Gibson, Jr.

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Jimena Begaries, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of Nauticus Robotics, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 11, 2025

/s/ Jimena Begaries

Jimena Begaries

Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, the undersigned Officer of Nauticus Robotics, Inc. (the "Company"), hereby certifies, that the Company's Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2025 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 11, 2025

/s/ John W. Gibson, Jr.

John W. Gibson, Jr.

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, the undersigned Officer of Nauticus Robotics, Inc. (the "Company"), hereby certifies, that the Company's Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2025 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 11, 2025

/s/ Jimena Begaries

Jimena Begaries

Interim Chief Financial Officer

XML

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	Jun. 30, 2025	Aug. 11, 2025
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Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2025
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Entity File Number	001-40611
Entity Registrant Name	NAUTICUS ROBOTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1699753
Entity Address, Address Line One	17146 FEATHERCRAFT LANE
Entity Address, Address Line Two	SUITE 450
Entity Address, City or Town	WEBSTER
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77598
City Area Code	(281)
Local Phone Number	942-9069
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		42,267,643
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001849820
Current Fiscal Year End Date	--12-31
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	KITT
Security Exchange Name	NASDAQ
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants
Trading Symbol	KITTW
Security Exchange Name	NASDAQ

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Current Assets:
Cash and cash equivalents	$ 2,663,404	$ 1,186,047
Restricted certificate of deposit	53,023	52,151
Accounts receivable, net	2,283,131	238,531
Inventories	913,341	880,594
Prepaid expenses	1,446,376	1,389,434
Other current assets	607,491	573,275
Assets held for sale	0	750
Total Current Assets	7,966,766	4,320,782
Property and equipment, net	22,238,369	17,115,246
Operating lease right-of-use assets, net	900,292	1,094,743
Other assets	123,465	154,316
Goodwill	10,652,389	0
Total Assets	41,881,281	22,685,087
Current Liabilities:
Accounts payable	5,715,381	5,916,693
Accrued liabilities	9,389,088	5,602,721
Contract liability	343,493	346,279
Operating lease liabilities - current	459,249	435,307
Notes payable - current	2,403,163	0
Total Current Liabilities	18,310,374	12,301,000
Warrant liabilities	139,782	181,913
Operating lease liabilities - long-term	533,981	768,939
Other liabilities	895,118	895,118
Total Liabilities	47,556,621	43,082,500
Stockholders’ Deficit:
Series A Convertible Preferred Stock $0.0001 par value; 40,000 shares authorized, 35,434 shares issued at June 30, 2025 and December 31, 2024 and 18,296 and 35,034 outstanding at June 30, 2025 and December 31, 2024, respectively.	2	4
Common stock, $0.0001 par value; 625,000,000 shares authorized, 37,404,948 and 9,761,895 shares issued at June 30, 2025 and December 31, 2024, respectively, and 37,404,948 and 9,761,895 shares outstanding at June 30, 2025 and December 31, 2024, respectively	3,739	976
Additional paid-in capital	263,082,863	233,342,188
Accumulated other comprehensive loss	(42,229)	(42,229)
Accumulated deficit	(268,719,715)	(253,698,352)
Total Stockholders’ Equity (Deficit)	(5,675,340)	(20,397,413)
Total Liabilities and Stockholders’ Deficit	41,881,281	22,685,087
Related Party
Current Liabilities:
Accounts payable	45,000	160,366
Notes payable - long-term, fair value option	3,119,892	2,583,832
Notes payable - long-term, net of discount	11,126,061	13,820,366
Nonrelated Party
Current Liabilities:
Notes payable - long-term, net of discount	$ 13,431,413	$ 12,531,332

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, number of shares authorized (in shares)	40,000	40,000
Preferred stock, shares issued (in shares)	35,434	35,434
Preferred stock shares outstanding (in shares)	18,296	35,034
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	625,000,000	625,000,000
Common stock, shares issued (in shares)	37,404,948	9,761,895
Common stock, shares outstanding (in shares)	37,404,948	9,761,895

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Revenue:
Total revenue	$ 2,075,566	$ 501,708	$ 2,240,822	$ 966,062
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Service [Member]	Service [Member]	Service [Member]	Service [Member]
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)	$ 3,504,043	$ 2,875,394	$ 4,743,000	$ 4,969,349
Cost, Product and Service [Extensible Enumeration]	Service [Member]	Service [Member]	Service [Member]	Service [Member]
Depreciation	$ 574,563	$ 411,586	$ 1,054,939	$ 837,771
Research and development	0	0	0	63,534
General and administrative	4,368,187	3,227,288	8,677,873	6,657,298
Total costs and expenses	8,446,793	6,514,268	14,475,812	12,527,952
Operating loss	(6,371,227)	(6,012,560)	(12,234,990)	(11,561,890)
Other (income) expense, net:
Other income, net	52,461	118,274	(34,936)	21,801
Gain on lease termination	0	(8,532)	0	(23,897)
Foreign currency transaction loss	274	4,296	3,541	9,443
Loss on extinguishment of debt	0	0	0	78,734,949
Change in fair value of warrant liabilities	8,757	(4,422,701)	(42,131)	(12,732,324)
Change in fair value of New Convertible Debentures			536,060	(11,914,729)
Interest expense, net	1,209,323	1,165,431	2,323,839	2,640,828
Total other (income) expense, net	1,082,949	(10,553,535)	2,786,373	56,736,071
Net Income (loss)	$ (7,454,176)	$ 4,540,975	$ (15,021,363)	$ (68,297,961)
Basic income (loss) per share (in dollars per share)	$ (0.26)	$ 2.33	$ (0.53)	$ (40.97)
Diluted loss per share (in dollars per share)	$ (0.26)	$ (1.12)	$ (0.53)	$ (40.97)
Basic weighted average shares outstanding (in shares)	29,007,029	1,950,563	28,231,536	1,667,187
Diluted weighted average shares outstanding (in shares)	29,007,029	5,364,395	28,231,536	1,667,187
New Convertible Secured Debentures
Other (income) expense, net:
Change in fair value of New Convertible Debentures	$ 0	$ (7,410,303)	$ 0	$ (11,914,729)
November 2024 Debentures
Other (income) expense, net:
Change in fair value of New Convertible Debentures	$ (187,866)	$ 0	$ 536,060	$ 0

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Condensed Consolidated Statements of Changes of Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Total	Conversion of notes payable to Common Stock	Conversion of Series A Preferred Stock to Common Stock	Series A Preferred Stock	Series A Preferred Stock Conversion of Series A Preferred Stock to Common Stock	Common Stock	Common Stock Conversion of notes payable to Common Stock	Common Stock Conversion of Series A Preferred Stock to Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Conversion of notes payable to Common Stock	Additional Paid-in Capital Conversion of Series A Preferred Stock to Common Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning Balance (in shares) at Dec. 31, 2023				0		1,389,884
Beginning Balance at Dec. 31, 2023	$ (41,786,850)			$ 0		$ 139			$ 77,004,714			$ 0	$ (118,791,703)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,339,965								1,339,965
Vesting of RSUs (in shares)						90,587
Vesting of RSUs	0					$ 9			(9)
Exercise of warrants (in shares)						615,589
Exercise of warrants	4,451,162					$ 61			4,451,101
Conversion of stock (in shares)						628,942
Conversion of stock	3,485,645					$ 63			3,485,582
At the Market (ATM) share offering (in shares)						1,406,424
At the Market (ATM) share offering	9,357,954					$ 141			9,357,813
Net loss	(68,297,961)												(68,297,961)
Ending Balance (in shares) at Jun. 30, 2024				0		4,131,426
Ending Balance at Jun. 30, 2024	(91,450,085)			$ 0		$ 413			95,639,166			0	(187,089,664)
Beginning Balance (in shares) at Dec. 31, 2023				0		1,389,884
Beginning Balance at Dec. 31, 2023	(41,786,850)			$ 0		$ 139			77,004,714			0	(118,791,703)
Ending Balance (in shares) at Dec. 31, 2024				35,034		9,761,895
Ending Balance at Dec. 31, 2024	(20,397,413)			$ 4		$ 976			233,342,188			(42,229)	(253,698,352)
Beginning Balance (in shares) at Mar. 31, 2024				0		1,592,140
Beginning Balance at Mar. 31, 2024	(112,755,477)			$ 0		$ 159			78,875,003			0	(191,630,639)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	809,310								809,310
Vesting of RSUs (in shares)						46,665
Vesting of RSUs	0					$ 5			(5)
Exercise of warrants (in shares)						457,255
Exercise of warrants	3,111,508					$ 45			3,111,463
Conversion of stock (in shares)						628,942
Conversion of stock	3,485,645					$ 63			3,485,582
At the Market (ATM) share offering (in shares)						1,406,424
At the Market (ATM) share offering	9,357,954					$ 141			9,357,813
Net loss	4,540,975												4,540,975
Ending Balance (in shares) at Jun. 30, 2024				0		4,131,426
Ending Balance at Jun. 30, 2024	(91,450,085)			$ 0		$ 413			95,639,166			0	(187,089,664)
Beginning Balance (in shares) at Dec. 31, 2024				35,034		9,761,895
Beginning Balance at Dec. 31, 2024	(20,397,413)			$ 4		$ 976			233,342,188			(42,229)	(253,698,352)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	570,015								570,015
Vesting of RSUs (in shares)						165,958
Vesting of RSUs	0					$ 17			(17)
Conversion of stock (in shares)					(16,738)		1,805,392	18,163,361
Conversion of stock	0	$ 2,870,573	$ (2)		$ (2)		$ 181	$ 1,815		$ 2,870,392	$ (1,815)
At the Market (ATM) share offering (in shares)						7,488,822
At the Market (ATM) share offering	19,438,121					$ 749			19,437,372
Earnout shares (contingent)	6,864,729								6,864,729
Other (in shares)						19,520
Other	0					$ 1			(1)
Net loss	(15,021,363)												(15,021,363)
Ending Balance (in shares) at Jun. 30, 2025				18,296		37,404,948
Ending Balance at Jun. 30, 2025	(5,675,340)			$ 2		$ 3,739			263,082,863			(42,229)	(268,719,715)
Beginning Balance (in shares) at Mar. 31, 2025				19,846		35,153,188
Beginning Balance at Mar. 31, 2025	1,521,502			$ 2		$ 3,515			262,825,753			(42,229)	(261,265,539)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	257,334								257,334
Vesting of RSUs (in shares)						106,610
Vesting of RSUs	0					$ 10			(10)
Conversion of stock (in shares)					(1,550)			2,145,150
Conversion of stock			$ 0					$ 214			$ (214)
Net loss	(7,454,176)												(7,454,176)
Ending Balance (in shares) at Jun. 30, 2025				18,296		37,404,948
Ending Balance at Jun. 30, 2025	$ (5,675,340)			$ 2		$ 3,739			$ 263,082,863			$ (42,229)	$ (268,719,715)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (7,454,176)	$ 4,540,975	$ (15,021,363)	$ (68,297,961)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			1,054,939	837,771
Accretion of debt discount			19,920	392,611
Amortization of debt issuance cost			350,303	312,440
Capitalized paid-in-kind (PIK) interest			338,782	0
Accretion of RCB Equities #1, LLC exit fee			48,624	48,475
Stock-based compensation			570,015	1,339,965
Change in fair value of warrant liabilities			(42,131)	(12,732,324)
Change in fair value of New Convertible Debentures			536,060	(11,914,729)
Loss on extinguishment of debt	0	0	0	78,734,949
Non-cash lease expense			205,688	171,962
Gain on disposal of assets			0	(3,102)
Write-off of property and equipment			0	29,350
Gain on lease termination	0	(8,532)	0	(23,897)
Changes in operating assets and liabilities:
Accounts receivable			(1,906,246)	35,969
Inventories			42,553	(18,710)
Contract assets			0	(482,576)
Other assets			1,335	1,232,368
Accounts payable and accrued liabilities			20,083	(2,347,781)
Contract liabilities			(2,786)	(2,310,041)
Operating lease liabilities			(222,228)	(55,937)
Net cash used in operating activities			(14,006,452)	(15,051,198)
Cash flows from investing activities:
Capital expenditures			(47,239)	(351,942)
Acquisition of business, net of cash acquired			(3,871,992)	0
Proceeds from sale of assets held for sale			0	419,720
Proceeds from sale of property and equipment			(500)	6,802
Net cash (used in) provided by investing activities			(3,919,731)	74,580
Cash flows from financing activities:
Proceeds from notes payable			0	14,305,000
Payment of debt issuance costs on notes payable			0	(1,316,791)
Proceeds from ATM offering			20,141,905	9,857,857
Payment of ATM commissions and fees			(703,784)	(499,903)
Repayment on notes payable			(34,581)	0
Net cash provided by financing activities			19,403,540	22,346,163
Net change in cash and cash equivalents			1,477,357	7,369,545
Cash and cash equivalents, beginning of period			1,186,047	753,398	$ 753,398
Cash and cash equivalents, end of period	2,663,404	8,122,943	2,663,404	8,122,943	1,186,047
Supplemental disclosure of cash flow information:
Cash paid for interest			31,140	111,875
Cash paid for taxes			0	0
Non-cash investing and financing activities:
Conversion of 2024 Term Loan notes and interest to Common Stock			2,870,573	0
Earnout shares for acquisition	6,864,729	0	6,864,729	0
Debt assumed in acquisition			2,437,743	0
Accrued purchase price	$ 3,537,963	0	3,537,963	0	$ 0
Operating leases at inception			0	1,095,067
Exercise of warrants			0	4,451,163
Fair value of conversion of convertible secured debentures to common stock		$ 3,485,645	0	3,485,645
Capitalized paid-in-kind (PIK) interest			0	649,922
Liabilities relieved through sale of asset held for sale			0	1,158,609
Transfer from assets held for sale to property and equipment			$ 0	$ 1,114,883

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Description of the Business

6 Months Ended

Jun. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Description of the Business

Nauticus Robotics, Inc. (the “Company,” “our,” “us” or “we”) is a developer of ocean robots, cloud software and services delivered to the ocean industry. Our principal corporate offices are located in Webster, Texas. Our portfolio includes fully autonomous underwater vehicles (AUVs), remotely operated vehicles (ROVs), robotic manipulators, an open robotic operating system, and related consulting and prototype services with a strong alignment to offshore energy and national security interests. Our technology solutions enable autonomous operations for both the commercial and defense sectors.

To effectively enter markets dominated by legacy solutions, Nauticus has developed innovative, value-driven technologies. Our flagship autonomous fully electric vehicle, Aquanaut® , provides advantages over conventional tethered ROVs and untethered AUVs. Aquanaut represents the next generation of subsea robotics integrating eight independent thrusters to precisely propel and position a hull design to maximize efficiency and speed high-resolution data collection, and autonomous fully electric manipulation comparable to traditional ROV operations. Nauticus ToolKITT™ is a sophisticated software platform that governs Nauticus’ suite of robotic products. It enables robots to perceive their environment, navigate in three dimensions, make autonomous decisions, and execute tasks with minimal human intervention. Nauticus ToolKITT has been deployed on third party commercial ROVs and competing robotic platforms, enhancing Nauticus’ ability to offer advanced inspection and intervention services. This software also plays a critical role in next-generation inspection services, a key industry need for ensuring the integrity of subsea pipelines and offshore infrastructure. The Olympic Arm™ is a fully electric subsea manipulator designed for complex intervention tasks on both work-class ROVs and Aquanaut. Its patented electric actuators replace traditional hydraulic systems.

The strategic acquisition of SeaTrepid International LLC (“SeaTrepid”), finalized on March 20, 2025, intends to integrate Nauticus AI-driven autonomy software, Nauticus ToolKITT, into SeaTrepid's existing remotely operated vehicle (ROV) fleet. The combination will showcase unprecedented advancements in power efficiency and operational performance across the industry. The ability of ROVs and Aquanaut to seamlessly communicate at depth unlocks new service opportunities, enabling two autonomous systems to collaborate in delivering cutting-edge underwater solutions.

Liquidity – The Company continues to develop its principal products and conduct research and development activities. Currently, the Company does not generate sufficient revenue to cover operating expenses, working capital and capital expenditures. The Company has embarked on cost-cutting measures to continue to preserve cash. The Company may require additional liquidity to continue its operations over the next twelve months, which a current investor has continued to commit to support. The Company believes with this investor support that there will be sufficient resources to continue as a going concern for at least one year from the date that the condensed consolidated financial statements contained in this Form 10-Q are issued.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation – The accompanying condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed consolidated results of operations, financial position, cash flows and changes in stockholders’ deficit for each period presented. All intercompany balances and transactions have been eliminated in preparation of these condensed consolidated financial statements. The condensed consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2024 year-end consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Summary of Significant Accounting Policies – The Company’s significant accounting policies are discussed in Note 2 to Nauticus Robotics, Inc.’s consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three and six months ended June 30, 2025.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time, (ii) valuation allowances for deferred income tax assets, (iii) valuation of stock-based compensation awards and (iv) the valuation of conversion options, warrants and earnouts, (v) fair value of the new convertible debentures, and (vi) the fair value of the SeaTrepid acquisition. Actual results could differ from those estimates.

Cash and Cash Equivalents – The Company classifies all highly-liquid instruments with an original maturity of three months or less as cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits of $250,000. Historically, the Company has not experienced any losses in such accounts. There were no cash equivalents at June 30, 2025 or December 31, 2024.

Restricted Certificates of Deposit – The Company has restricted certificates of deposit of $53,023 and $52,151, held by a bank on our behalf as of June 30, 2025 and December 31, 2024, respectively which relate to a guarantee against corporate credit cards.

Accounts Receivable, Unbilled Revenues, and Allowance for Credit Losses - With the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), accounts receivable and contract assets are recorded at the invoiced amount and do not typically bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable and contract assets are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible.

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant since the Company’s inception.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income in the year of recovery, in accordance with the entity’s accounting policy election. The total amount of write-offs and expected credit losses were $0 for the three and six months ended June 30, 2025 and $0 and $39 for the three and six months ended June 30, 2024, respectively. The allowance for current expected credit losses was $0 at June 30, 2025 and December 31, 2024.

Assets Held For Sale ("AHFS") – Long-lived assets identified as assets held for sale are categorized on the balance sheet as current assets and are measured at the lower of carrying value or fair value less any costs to sell. Any liabilities associated with the assets being sold are categorized on the condensed consolidated balance sheet as current liabilities. AHFS are no longer depreciated or amortized.

Property and Equipment – Property and equipment is recorded at cost and depreciated using the straight-line method. Expenditures which extend the useful lives of existing property and equipment are capitalized. Those costs which do not extend the useful lives are expensed as incurred. Upon disposition, the cost and accumulated depreciation are removed and any gain or loss on the disposal is reflected in the condensed consolidated statements of operations.

Segment Reporting – Our operations represent a single reportable segment because each revenue stream possesses similar production methods, distribution methods, and customer quality and consumption characteristics, resulting in similar long-term expected financial performance. The CODM is the Company's Chief Executive Officer. The CODM primarily assesses performance of the Company based upon consolidated net profit or loss, which is an appropriate measure of operating performance because it reflects ongoing profitability. Segment assets are measured and reviewed on a consolidated basis and are presented as total consolidated assets on the face of the balance sheet. The significant expenses regularly reviewed by the CODM are limited to the line items presented in the Condensed Consolidated Statement of Operations, and no further disaggregation is provided for segment review purposes. The CODM reviews the condensed

consolidated balance sheet and condensed consolidated statement of operations on a quarterly basis as a single reportable segment and uses this financial information in deciding how to allocate resources and assessing performance.

Revenue – Our primary sources of revenue are from providing technology, engineering services and products to the offshore industry and governmental entities. Revenue is generated pursuant to contractual arrangements to design and develop subsea robots and software and to provide related engineering, technical, and other services according to the specifications of the customers. These contracts can be service sales (cost plus fixed fee or firm fixed price) or product sales and typically have terms of up to 18 months. The Company had no product sales for the three and six months ended June 30, 2025 and 2024, respectively.

A performance obligation is a promise in a contract to transfer distinct goods or services to a customer. For all contracts, we assess if there are multiple promises that should be accounted for as separate performance obligations or combined into a single performance obligation. We generally separate multiple promises in a contract as separate performance obligations if those promises are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or require significant integration or customization within a group, they are combined and accounted for as a single performance obligation.

Our performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically costs incurred to date relative to total estimated costs at completion). This requires management to make significant estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. At the outset of a long-term contract, the Company identifies risks to the achievement of the technical, schedule and cost aspects of the contract. Throughout the contract term, on at least a quarterly basis, we monitor and assess the effects of those risks on its estimates of sales and total costs to complete the contract. Changes in these estimates could have a material effect on our results of operations. Where the current estimate of total costs at completion for contracts exceeds the total consideration we expect to receive we recognize the entire expected loss in the period that becomes evident. Estimated contract costs include costs that relate directly to the contract including direct labor, direct materials, and allocations of certain overhead costs.

Firm-fixed price contracts present the risk of unreimbursed cost overruns, potentially resulting in lower-than-expected contract profits and margins. This risk is generally lower for cost plus fixed fee contracts which, consequently, often have a lower margin.

Inventories – The inventories comprise raw materials, work in progress, and finished goods, as applicable, and are valued at the lower of cost or net realizable value. Work in progress and finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials, work in progress and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. The associated impairment is charged as a standalone expense on the condensed consolidated statements of operations. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. The associated write-downs or write-offs of inventory are charged to cost of sales.

Inventories consisted of the following:

	June 30, 2025		December 31, 2024
Raw material and supplies	$	863,141	$	880,594
Work in progress	50,200		-
Total inventories	$	913,341	$	880,594

Leases – The Company’s lease arrangements are operating leases which are capitalized on the balance sheet as right-of-use (“ROU”) assets and obligations. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. These are recognized at the lease commencement date based on the present value of payments over the lease term. If leases do not provide for an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a

similar term as the lease payments. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less ("short term leases") are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.

Stock-Based Compensation – The Company accounts for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. The Company’s policy is to issue new shares upon the exercise or conversion of options and recognize option forfeitures as they occur.

Income Taxes – Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax asset (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain income tax positions as of June 30, 2025 and December 31, 2024.

Foreign Currency Translation – Prior to January 1, 2025, all assets and liabilities in the condensed consolidated balance sheet of the Company's foreign subsidiary, whose functional currency is the Brazilian Real, were translated at period-end exchange rates. All revenues and expenses in the condensed consolidated statements of operations, of this foreign subsidiary, were translated at average exchange rates for the period. Translation gains and losses were not included on determining net loss but were shown in accumulated other comprehensive loss on the condensed consolidated balance sheet. Effective January 1, 2025, the functional currency for the Company's foreign subsidiary was changed from Brazilian Real to U.S. dollars due to changes in operational and economic circumstances. The previously recorded cumulative translation adjustment in Accumulated Other Comprehensive Income as of the date of the change remains in equity and will not be reclassified to earnings unless the subsidiary is sold or liquidated. The change was accounted for prospectively.

Foreign Currency Gains and Losses – Foreign currency transaction gains and losses are included on determining net loss. The Company purchases certain materials and equipment from foreign companies and these transactions are generally denominated in the vendors’ local currency. The Company recorded $274 and $3,541 of foreign currency transaction losses for the three and six months ended June 30, 2025, respectively. The Company recorded $4,296 and $9,443 of foreign currency transaction losses for the three and six months ended June 30, 2024, respectively.

Common Stock Warrants – We account for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. This assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability or requirements for equity classification, including whether the warrants are indexed to the Company’s Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

We have determined that the Public and Private warrants should be accounted for as liabilities. The Public and Private Warrants were initially recorded at their estimated fair value. They are then revalued at each reporting date thereafter, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative warrant liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The fair value of the Private Warrants was

estimated using a Black-Scholes option pricing model (a Level 3 measurement). The Public Warrants are valued using their publicly-traded price at each measurement date (a Level 1 measurement).

We have determined that the Securities Purchase Agreement ("SPA") Warrants should be accounted for as liabilities. The SPA Warrants were initially recorded at their estimated fair value and are then revalued at each reporting date thereafter, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative warrant liabilities are classified in our balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The fair value of the Original SPA Warrants was estimated using a Black-Scholes option pricing model (a Level 3 measurement).

Fair Value Election for New Convertible Debentures and November 2024 Debentures - The Company has elected to measure its new 5% Original Issue Discount Senior Secured Convertible Debentures (the "New Convertible Debentures") and the 2% Original Issue Discount Senior Secured Convertible Debentures (the "November 2024 Debentures") at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments – Fair Value Option. This election was made to provide greater transparency and to more accurately reflect the economic value of the New Convertible Debentures and November 2024 Debentures in the Company's condensed consolidated financial statements.

Under the fair value option, the New Convertible Debentures and the November 2024 Debentures are recorded at their estimated fair value at each reporting date, with changes in fair value recognized in earnings within "Other (income) expense" in the Condensed Consolidated Statements of Operations. The fair value of the New Convertible Debentures and November 2024 Debentures are determined using a Monte Carlo simulation model that uses inputs such as the Company’s stock price (KITT), stock price volatility, risk-free interest rate and conversion terms.

As of December 31, 2024, the fair value of the New Convertible Debentures was $0 compared to an initial fair value of $99,195,791 as of January 30, 2024, as a result of the New Convertible Debentures being exchanged to Series A Preferred stock on December 27, 2024 and December 31, 2024.

November 2024 Debentures

The November 2024 Debentures were estimated to have a fair value of $3,119,892 and $2,583,832 as of June 30, 2025 and December 31, 2024, respectively.

The fair value option eliminates the requirement to separately account for embedded conversion features that would otherwise be bifurcated under ASC 815-15, Derivatives and Hedging – Embedded Derivatives. Instead, all economic impacts of the New Convertible Debentures and November 2024 Debentures—including interest, conversion features, and market fluctuations—are captured in the fair value measurement.

The Company believes that the fair value measurement provides a more relevant representation of the liability’s impact on financial position and performance, as it reflects the new convertible debentures’ current economic value and reduces potential measurement inconsistencies.

Earnout Shares – Following the closing of the Merger between CleanTech, Merger Sub and Nauticus Robotics Holdings on September 9, 2022, former holders of shares of Nauticus Robotics Holdings Inc.’s Common Stock are entitled to receive their pro-rata share of Earnout Shares which are held in escrow. The Earnout Shares will be released upon the occurrence of a triggering event within 5 years of the issue date (see Note 13, "Equity"). The Earnout Shares are considered legally issued and outstanding shares of Common Stock subject to restrictions on transfer and potential forfeiture pending the achievement of the Earnout targets. The Company evaluated the Earnout Shares and concluded that they meet the criteria for equity classification. The Earnout Shares were classified in stockholders’ equity, recognized at fair value upon issuance and will not be subsequently remeasured. A Monte Carlo valuation model (a Level 3 measurement) determined their estimated fair value upon issuance.

Capitalized Interest – The Company capitalizes interest costs incurred to work in progress during the related construction periods. Capitalized interest is charged to cost of revenue when the related completed project is delivered to the buyer. The Company did not capitalize interest during the six months ended June 30, 2025 and 2024.

Earnings (Loss) per Share – Basic earnings per share is computed by dividing income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that could have been outstanding assuming the exercise of stock options and warrants (determined using the treasury stock method) and conversion of convertible debt. The Earnout Shares, which are subject to forfeiture if the achievement of certain stock price thresholds is not met, are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of calculating earnings (loss) per share.

Major Customer and Concentration of Credit Risk – We have a limited number of customers. During the six months ended June 30, 2025, sales to nine customers accounted for 100% of total revenue. Sales to Customer A accounted for 44% of total revenue, sales to Customer B accounted for 25% of total revenue and Customer C accounted for 17% of total revenue. The total balance due from these customers as of June 30, 2025, comprised 80% of accounts receivable, net. During the six months ended June 30, 2024, sales to three customers accounted for 100% of total revenue. Sales to Customer D accounted for 28% of total revenue, sales to Customer E accounted for 22% of total revenue and sales to Customer F accounted for 50% of total revenue. The total balance due from these customers as of December 31, 2024 comprised 16% of accounts receivable, net. Loss of these customers could have a material adverse impact on the Company.

Reclassifications – Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. There was no material impact to the condensed consolidated financial statements for these changes.

Accounting Standards Issued but not adopted as of June 30, 2025 – In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, an update that improves income statement expense disclosure requirements. Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions in the notes to their financial statements. These categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments are effective for fiscal years beginning after December 15, 2026 and should be applied prospectively. The adoption of ASU 2024-03 will require us to provide additional disclosures related to certain income statement expenses, but otherwise will not materially impact our financial statements.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our condensed consolidated financial statements.

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Revenue

6 Months Ended

Jun. 30, 2025

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The following table presents the components of our revenue:

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Cost plus fixed fee	$	2,075,566	$	-	$	2,240,822	$	214,414
Firm fixed-price	-		501,708		-		751,648
Total	$	2,075,566	$	501,708	$	2,240,822	$	966,062

Our performance obligations under cost plus fixed fee agreements are generally satisfied over time as services are performed. Revenue is recognized based on daily rates for ROV operations and personnel, along with reimbursement of allowable costs as incurred. As such, all revenue under these agreements has been recognized over time in line with the progress of service delivery.

Contract Balances – Accounts receivable, net as of June 30, 2025 totaled $2,283,131 due from customers for contract billings and is expected to be collected within the next three to six months. As of December 31, 2024 and 2023, accounts receivable, net totaled $238,531 and $212,428, respectively. As of June 30, 2025, and December 31, 2024, allowance for current expected credit losses included in accounts receivable totaled $0 respectively. Bad debt expense was $0 for the

three and six months ended June 30, 2025 respectively and $0 and $39 for the three and six months ended June 30, 2024, respectively.

Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Contract assets are recorded at the net amount expected to be billed and collected. Contract assets were $0 and $0 at June 30, 2025 and December 31, 2024 respectively.

Contract liabilities include billings in excess of revenue recognized and accruals for certain contract obligations. The Company had contract liabilities at June 30, 2025 and December 31, 2024 of $343,493 and $346,279, respectively.

Unfulfilled Performance Obligations – As of June 30, 2025, we expect to recognize approximately $180,000 of revenue in future periods from unfulfilled performance obligations from existing contracts with customers.

If any of our contracts were to be modified or terminated, the expected value of the unfulfilled performance obligations of such contracts would be reduced.

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Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	June 30, 2025		December 31, 2024
Prepaid material purchases	$	395,554	$	394,950
Prepaid insurance	798,317		817,717
Other prepayments	252,505		176,767
Total prepaid expenses	$	1,446,376	$	1,389,434
Other current assets	607,491		573,275
Total other current assets	$	607,491	$	573,275

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Property and Equipment

6 Months Ended

Jun. 30, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following:

	Useful  Life (years)	June 30, 2025		December 31, 2024
Land		$	444,435	$	-
Leasehold improvements	5	1,804,884		833,920
Property & equipment	3-5 years	11,863,554		7,528,597
Technology hardware equipment	3-5 years	1,969,841		1,966,841
Total		16,082,714		10,329,358
Less accumulated depreciation		(5,011,362)		(3,958,780)
Construction in progress		11,167,017		10,744,668
Total property and equipment, net		$	22,238,369	$	17,115,246

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Accrued Liabilities

6 Months Ended

Jun. 30, 2025

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities consisted of the following:

	June 30, 2025		December 31, 2024
Accrued compensation	$	450,847	$	956,399
Accrued severance	336,538		1,031,731
Accrued professional fees	150,000		2,350
Accrued insurance	249,858		440,562
Accrued sales and property taxes	400,630		428,801
Accrued royalties	475,000		400,000
Accrued interest	3,432,419		2,302,878
Accrued purchase liability	3,537,963		-
Other accrued expenses	355,833		40,000
Total accrued expenses	$	9,389,088	$	5,602,721

On March 20, 2025, the Company completed the acquisition of SeaTrepid International LLC (“SeaTrepid”), an expert in providing subsea robotic services to customers throughout the world, for total consideration of $14,352,692 (see Note 10, "Business Combination"). As of June 30, 2025, a liability of $3,537,963, is outstanding to SeaTrepid payable in cash on or before September 30, 2025. This liability includes the preliminary post-closing working capital adjustment.

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Notes Payable

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Notes Payable

Notes Payable

Notes payable consisted of the following:

	June 30, 2025		December 31, 2024
November 2024 debentures - fair value (principal amount of $2,150,000 as of June 30, 2025 and December 31, 2024)	$	3,119,892	$	2,583,832
Convertible senior secured term loan	25,287,311		27,500,383
SBA loan	485,300		-
Ameristate loan	1,917,863		-
Total	30,810,366		30,084,215
Less: debt discount, net	(46,558)		(66,478)
Less: capitalized debt issuance costs	(857,205)		(1,207,509)
Senior bridge note exit fee provision	173,926		125,302
Less: current portion	(2,403,163)		-
Total notes payable – long-term	$	27,677,366	$	28,935,530

November 2024 Debentures

On November 4, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with ATW, pursuant to which ATW purchased, in a private placement, $1,150,000 in principal amount of debentures, with an option to purchase up to an additional aggregate of $20,000,000 in principal amount of original issue discount senior secured convertible debentures (the “November 2024 Debentures”). On December 11, 2024, ATW purchased, in a private placement, $1,000,000 in principal amount of debentures. The November 2024 Debentures feature an original issue discount of 2%

and incurred legal fees of $190,000 which were expensed through the consolidated statement of operations as the debt is being fair valued.

The November 2024 Debentures provide for, among other items: (a) an interest rate of the Prime Rate published in the Wall Street Journal plus 2% per annum, payable quarterly and added to the principal amount of the November 2024 Debentures, and/or in cash, at the Company’s option; (b) conversion by the holder into shares of the Company’s Common Stock at any time (subject to limitations on conversion described therein); (c) a conversion price of $1.23 (subject to adjustment as provided therein) with shares of the Company’s Common Stock issuable on conversion determined by dividing 120% of the applicable “conversion amount” (as defined in the November 2024 Debentures) by the conversion price; (d) an alternate conversion price at the lower of (1) $1.23 (subject to adjustment as provided therein) and (2) the greater of a floor price of $0.246 (subject to adjustment as provided therein) and 98% of the lowest VWAP of the Company’s shares of Common Stock during the applicable 10-trading day period (subject to payment in cash if the applicable VWAP calculation is less than the floor price); (e) a maturity date of September 9, 2026, and (f) an option by the holder to extend the maturity date by an additional year.

In addition, the exercise price of the November 2024 Debentures is subject to customary anti-dilution adjustments, and, in the case of a subsequent equity sale at a per share price below the exercise price, the exercise price will be adjusted to such lower price.

The fair value of the November 2024 Debentures at June 30, 2025 and December 31, 2024 was estimated at $3,119,892 and $2,583,832, respectively, using Monte Carlo simulations with the following assumptions at June 30, 2025: stock price of $0.90, a risk free rate of 3.91% implied volatility of 175% and a remaining term of 1.19 years and assumptions at December 31, 2024: stock price of $1.55, a risk free rate of 4.22% implied volatility of 138% and a remaining term of 1.69 years. A gain on change in fair value of $187,866 and a loss of $536,060 was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2025, respectively. The principal amount of the November 2024 Debentures at June 30, 2025 and December 31, 2024 was $2,150,000.

Convertible Secured Debentures

On September 9, 2022, we issued Debentures, secured debt instruments, which featured a 2% original issue discount, in an aggregate principal amount of $36,530,320, together with 2,922,425 associated warrants ("Original SPA Warrants"), for gross proceeds of $35,800,000. The fair value of the Original SPA Warrants was estimated to be $20,949,110 using a Monte Carlo valuation model incorporating future projections of the various potential outcomes and any exercise price adjustments based on future financing events. This amount was recorded as a warrant liability and, together with the original issue discount, was recognized as a debt discount upon issuance totaling $21,679,716. The debt discount was being amortized to interest expense over the four-year term of the Debentures.

New Convertible Debentures

On January 30, 2024, the Company and certain of its subsidiaries and ATW Special Situations I LLC ("ATW I") entered into an Amendment and Exchange Agreement (the “Amendment and Exchange Agreement”), pursuant to which ATW I transferred its existing 5% Original Issue Discount Senior Secured Convertible Debenture to the Company in exchange for a new Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (the “New Debenture”) in the aggregate principal amount of $29,591,600. The Amendment and Exchange Agreement provides for certain amendments to the Securities Purchase Agreement dated December 16, 2021, as amended, and contains certain covenants of the Company to, among other items, hold one or more stockholder meetings in respect of the shares of the Company’s common stock underlying the New Debentures and obtain certain voting agreements related thereto. In addition, on January 30, 2024, the Company and certain of its subsidiaries entered into additional Amendment and Exchange Agreements with Material Impact Fund II, L.P. ("MIF") and SLS Family Irrevocable Trust ("SLS") on substantially similar terms, pursuant to which MIF and SLS transferred their existing 5% Original Issue Discount Senior Secured Convertible Debentures to the Company in exchange for New Debentures in the aggregate principal amount of $5,102,000 and $1,836,720, respectively.

The New Debentures provide for, among other items: (a) an interest rate of 5% per annum, payable quarterly in shares of the Company’s common stock (if the conditions described therein are met) and/or in cash, at the Company’s option; (b)

conversion by the holder into shares of the Company’s common stock at any time (subject to limitations on conversion described therein); (c) a conversion price of $0.4582, on a pre Reverse Stock Split basis, (subject to adjustment as provided therein) with shares of the Company’s common stock issuable on conversion determined by dividing 120% of the applicable “conversion amount” (as defined in the New Debenture) by the conversion price; (d) prior to the date of sale of the Company’s common stock (or equivalents) in one or in a series of transactions resulting in net cash proceeds to the Company of at least $30 million an alternate conversion price at the lower of (1) $0.4582, on a pre Reverse Stock Split basis, (subject to adjustment as provided therein) and (2) the greater of a floor price of $0.0878, on a pre Reverse Stock Split basis, (subject to adjustment as provided therein) and 98% of the lowest volume-weighted average price ("VWAP") of the Company’s shares of commons stock during the applicable 10-trading day period (subject to payment in cash if the applicable VWAP calculation is less than the floor price), and an interest conversion rate of 90% of such alternate conversion price; and (e) an option by the holder to extend the maturity date by an additional year.

On the closing of the Amendment and Exchange Agreement the existing 5% Original Issue Discount Senior Secured Convertible Debentures were extinguished. The Company has elected to measure the new convertible debentures at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments – Fair Value Option which eliminates the requirement to separately account for embedded conversion features that would otherwise be bifurcated under ASC 815-15, Derivatives and Hedging – Embedded Derivatives. The new convertible debentures were measured at a fair value of $99,195,791 as of January 30, 2024, estimated using Monte Carlo simulations with the following assumptions: stock price of $16.52, a risk free rate of 4.23%, implied volatility of 121% and a remaining term of 2.61 years. A loss on extinguishment of debt of $78,734,949 was reported in the condensed consolidated statements of operations for the six months ended June 30, 2024. The fair value of the New Convertible Debentures at June 30, 2024 was estimated at $83,797,224 using Monte Carlo simulations with the following assumptions: stock price of $0.14, a risk free rate of 4.67%, implied volatility of 132% and a remaining term of 2.19 years. A gain on change in fair value $7,410,303 and $11,914,729 was reported in the condensed consolidated statements of operations for the three and six months ended June 30, 2024.

Second Amendment and Exchange Agreement

On November 4, 2024, the Company entered into the Second Amendment and Exchange Agreement by and among the Company and ATW I, SLS and MIF pursuant to which such investors would exchange the remaining portion of the amount outstanding under the New Convertible Debentures and certain other amounts outstanding with respect thereto, into shares of Series A preferred convertible stock (see Note 13 - "Equity").

On December 27, 2024, the Company and ATW I closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to ATW I in exchange for a principal value of $16,672,369 and other amounts outstanding of $10,915,974. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to SLS and MIF in exchange for principal values of $0 and $5,102,000 and other amounts outstanding of $2,504,440 and $240,219, respectively.

RCB Equities #1, LLC

On July 14, 2023, the Company issued a secured promissory note to RCB Equities #1, LLC (RCB) for $5,000,000. The promissory note included a 2.5% original issue discount or $125,000, interest at 15% per annum, and was scheduled to mature on September 9, 2026. The promissory note provided for an exit fee of $125,000 if paid off in full between October 12, 2023, and the maturity date, with no other considerations triggered for premiums or penalties. Further, the promissory note provided for an automatic rollover into the structure of certain future debt-financing transactions. On September 18, 2023, the RCB promissory note was rolled into the convertible senior secured term loan discussed below bearing interest at 12.5% per annum including the $125,000 exit fee.

Convertible Senior Secured Term Loan

On September 18, 2023, the Company entered into a convertible senior secured term loan agreement, the "2023 Term Loan Agreement", with ATW Special Situations II LLC ("ATW II") as collateral agent (in such capacity, the “Collateral Agent”) and lender, and Transocean Finance Limited, ATW I, MIF, and RCB, as lenders.

The 2023 Term Loan Agreement provides the Company with up to $20 million of secured term loans. Any portion of the outstanding principal amount of the loans is prepayable at the Company’s option pro rata to each Lender upon at least 5 days' prior written notice to each Lender.

The initial amount funded under the 2023 Term Loan Agreement was $11,600,000, (the "2023 Term Loan"). The 2023 Term Loan Agreement included a 2.5% exit fee of $290,000, bearing interest at 12.50% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024. The exit fee is being provided for over the period of the loan. The loan agreement included a 2.5% original issue discount of $125,000 from the RCB promissory note. The loan includes assumed debt issuance costs of $577,500 and deemed interest from convertible debentures of $378,118. The debt discount and debt issuance costs are being amortized to interest expense over the period of the loan. The Loans will mature on the earliest of (a) the third anniversary of the date of the 2023 Term Loan Agreement of September 17, 2026, (b) 91 days prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022.

Subject to the terms and conditions of the 2023 Term Loan Agreement, the Company may, upon at least two trading days’ written notice to the Lenders, elect to redeem some or all of the then outstanding principal amount of the Loans. In connection with any such election, which shall be irrevocable, the Company shall pay each Lender, on a pro rata basis, an amount in cash equal to the greater of (x) the sum of (i) 100% of the then outstanding principal amount of the Loans, (ii) accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Loans (including, without limitation, the Exit Fee (as defined in the 2023 Term Loan Agreement)) (the “Optional Redemption Amount”) and (y) the product of (i) the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), then issuable upon conversion of the applicable Optional Redemption Amount (without regard to any limitations on conversion set forth in the 2023 Term Loan Agreement) multiplied by (ii) the highest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding the date that the applicable notice of redemption is delivered to the Lenders and ending on the trading day immediately prior to the date the Company makes the entire payment required to be made in connection with such redemption.

The Loans are convertible, in whole or in part, at the option of each Lender into shares of Common Stock until the date that the Loans are no longer outstanding, at a conversion rate equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $6.00 per share of Common Stock (the “Conversion Price”), on a pre Reverse Stock Split basis, subject to certain customary anti-dilution adjustments as described in the 2023 Term Loan Agreement.

First Amendment to Convertible Senior Secured Term Loan

On December 31, 2023, the Company entered into a First Amendment to 2023 Term Loan Agreement, dated as of December 31, 2023 (the “First Amendment”), by and among the Company, the subsidiary guarantors (as defined in the First Amendment) and ATW II which amended that certain 2023 Term Loan Agreement dated as of September 18, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) with ATW II, as collateral agent (as replaced by Acquiom Agency Services LLC, in such capacity, the “Collateral Agent”) and lender, and Transocean Finance Limited (“Transocean Finance”), ATW I, MIF, and RCB, as lenders (collectively, the “Initial Lenders”).

The First Amendment provided the Company with an incremental loan in the aggregate principal amount of $695,000 (the “December 2023 Incremental Loan”), subject to the terms and conditions set forth in the Term Loan Agreement and the First Amendment. The total loan funded under the Term Loan Agreement and First Amendment as of December 31, 2023 is $12,295,000. The December 2023 Incremental Loan was made on the same terms as the 2023 Term Loan and be deemed to be Additional Term Loans for all purposes under the Term Loan Agreement. The loan incurred debt issuance costs of $72,000 which are being amortized to interest expense over the period of the loan.

Second Amendment to Convertible Senior Secured Term Loan

On January 30, 2024, the Company entered into a Second Amendment to Term Loan Agreement, dated as of January 30, 2024 (the “Second Amendment”), by and among the Company, the guarantors (as defined in the Second Amendment) and the required lenders (as defined in the Second Amendment), which amended that certain Term Loan Agreement, dated as

of September 18, 2023, by and among the Company, Transocean Finance, ATW I, MIF and RCB as lenders and ATW II, as collateral agent (as succeeded by Acquiom Agency Services LLC).

In connection with the Second Amendment, the Company also entered into a Second Agreement regarding incremental loans, dated as of January 30, 2024 (the “Second Agreement”), by and among the Company, the guarantors (as defined in the Second Agreement), and ATW II and MIF, as incremental lenders. The Second Agreement provides the Company with an incremental loan in the aggregate principal amount of $3,753,144 (the “January 2024 Incremental Loan”). The January 2024 Incremental Loan would be made on the same terms as the 2023 Term Loan and be deemed to be Additional Term Loans for all purposes under the Term Loan Agreement.

New Senior Secured Term Loan Agreement

On January 30, 2024, the Company also entered into a senior secured term loan agreement (the “2024 Term Loan Agreement”) with ATW Special Situations Management LLC (“ATW Management”), as collateral agent (in such capacity, the “Collateral Agent”) and lender, and ATW Special Situations III LLC (“ATW III”), MIF, VHG Investments, ATW II and ATW I, as lenders.

The 2024 Term Loan Agreement provides the Company with an aggregate $9,551,856 of secured term loans (the "2024 Loans"). Any portion of the outstanding principal amount of the 2024 Loans are prepayable at the Company’s option pro rata to each Lender upon at least 5 days’ prior written notice to each Lender. The 2024 Term Loan Agreement also provides for up to an additional $6 million of secured term loans within 180 days of signing, $1 million of which has already been committed by ATW III or an affiliate. The 2024 Loans assumed debt issuance costs of $1,237,291 which are being amortized to interest expense over the period of the loan.

The 2024 Loans bear interest at the rate of 15% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024. The 2024 Loans (other than the ATW Extended Maturity Term Loan) will mature on the earliest of: (a) the third anniversary of the date of the Term Loan Agreement, (b) the maturity of the Indebtedness under that certain Term Loan Agreement among the Company, the lenders party thereto and Acquiom Agency Services LLC, as collateral agent, dated September 18, 2023, as amended on December 31, 2023, and as further amended on January 30, 2024 (the “Term Loan Agreement”), and (c) 91 days prior to the maturity of the 5% Original Issue Discount Senior Secured Convertible Debentures, dated as of September 9, 2022 (the “Original Debentures”), issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of December 16, 2021, as amended on January 31, 2022, and as further amended on September 9, 2022, and as further amended on January 30, 2024 (the “SPA”). The ATW Extended Maturity Term Loan will mature on the earlier of the 30th anniversary of the date of the Term Loan Agreement or such earlier date as is required or permitted to be repaid under the Term Loan Agreement.

The 2024 Loans are convertible, in whole or in part, at the option of each Lender into shares of Common Stock until the date that the 2024 Loans are no longer outstanding, at a conversion rate equal to the outstanding principal amount of the Loans to be converted divided by a conversion price of $16.50 per share of Common Stock, subject to certain adjustments as described in the 2024 Term Loan Agreement.

On January 3, 2025, the Company reduced the conversion price of the loans under the 2024 Term Loan Agreement dated as of January 30, 2024 to $1.59.

Amendment to 2024 Term Loan Agreement

On May 1, 2024, the Company entered into an amendment (the "May 2024 Amendment") to the 2024 Term Loan Agreement dated January 30, 2024 between the Company, ATW Management as collateral agent, and the lenders party thereto. Pursuant to the Amendment, ATW III, one of the lenders under the 2024 Term Loan Agreement, will loan an additional $1,000,000 (the "May 2024 Incremental Loan") to the Company. The May 2024 Incremental Loan will have the same terms as the ATW Extended Maturity Term Loan under the 2024 Term Loan Agreement and will mature on the 30th anniversary of the date of the 2024 Term Loan Agreement or such earlier date as is required or permitted to be repaid under the 2024 Term Loan Agreement. The May 2024 Incremental Loan incurred debt issuance costs of $37,500 which are being amortized to interest expense over the period of the loan.

2024 Term Loan Note Conversions

During the six months ended June 30, 2025, ATW I and ATW II converted 2024 Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 1,805,392 shares of Common Stock.

Interest expense includes the following relating to the 2023 Term Loan, the December 2023 Incremental Loan, the January 2024 Incremental Loan, 2024 Loans and the May 2024 Incremental Loan (collectively the "convertible senior term loans"):

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Debt discount amortization	$	10,025	$	9,944	$	19,920	$	19,868
Amortization of debt issuance costs	176,857		169,619		350,303		312,440
Provision for bridge note exit fee	24,472		24,263		48,624		48,475

Small Business Association Loan (SBA)

On June 19, 2020, SeaTrepid entered into a term loan with the US Small Business Administration in response to the COVID-19 pandemic. The loan amount is $485,300 with an annual interest rate of 3.75%, and a maturity date of June 19, 2050. In connection with the acquisition of SeaTrepid on March 20, 2025, the loan, with an outstanding principal of $485,300 as of June 30, 2025, is now an obligation of the Company. The loan is secured by collateral which includes all tangible and intangible property of SeaTrepid. Under the terms of the agreement, the sale of collateral without lender consent constitutes a violation of the loan agreement. As of June 30, 2025, the lender had not issued a notice of default. As a result of this and as the Company intends to repay the loan on or before December 31, 2025, the outstanding loan balance has been classified as a current liability.

Ameristate Loan

On August 17, 2017, SeaTrepid entered into a term loan with AmeriState Bank. The loan amount was $2,335,000 with an annual interest rate of prime plus 2.5%, and a maturity date of May 4, 2036. In connection with the acquisition of SeaTrepid on March 20, 2025, the loan with an outstanding principal of $1,917,863 as of June 30, 2025 is now an obligation of the Company. The loan is secured by collateral which includes all assets of SeaTrepid. The loan agreement includes customary affirmative and negative covenants, including financial covenants that require SeaTrepid to maintain a maximum Debt-to-Net Worth Ratio of 9.0 to 1.0 and a minimum Debt Service Coverage Ratio of 1.0 to 1.0, measured annually. The agreement also restricts the Company’s ability to incur additional indebtedness, pay dividends, compensate officers and owners, invest in fixed asset purchases, and dispose of collateral without the consent of the bank. Under the terms of the agreement, the sale of collateral without lender consent constitutes a violation of the loan agreement and as such constitutes a non compliance with the financial covenants related to the debt-to-net worth ratio and debt service coverage ratio. As of June 30, 2025, the lender had not issued a notice of default. As a result of this and as the Company intends to repay the loan on or before December 31, 2025, the outstanding loan balance has been classified as a current liability.

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Leases

6 Months Ended

Jun. 30, 2025

Leases [Abstract]

Leases

Leases

The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. For leases in which the Company is the lessee and do not have a readily determinable implicit rate, an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured

borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.

In March 2024, the Company extended the lease on its current office and manufacturing facility for an additional 3 years. The incremental borrowing rate on this lease of 8% was used to determine the present value of lease payments and establish the right-of-use asset and lease liability at lease inception for this lease.

In December 2023, the Company started negotiations to exit the lease for office space entered into in April 2023. The negotiations were completed in March 2024 with a settlement figure of $657,000 being agreed between the Company and the lessor. The Company removed the right-of-use asset and lease liability relating to this operating lease from the consolidated balance sheet as of December 31, 2023.

In August 2023, the Company entered into an operating lease for office space in Norway. The lease has a term of 5 years. The Company’s secured borrowing rate of 15% was used to determine the present value of the lease payments and establish the right-of-use asset and lease liability at lease inception for this lease. During the first quarter of 2024, the Company agreed with the lessor to reduce the size of the office space leased and a gain on lease termination of $15,721 was reported under other (income) expense on the condensed consolidated statement of operations.

In July 2023, the Company entered into an operating lease for office space in Scotland. The lease has a term of 5 years with two options to extend. The Company’s secured borrowing rate of 15% was used to determine the present value of the lease payments and establish the right-of-use asset and lease liability at lease inception for this lease. During the first quarter of 2024, management decided the Company would not extend this lease beyond its initial term and a loss on lease termination of $356 was reported under other (income) expense on the condensed consolidated statement of operations.

The Company’s other operating leases include leases for certain office equipment.

The following table presents the Company’s lease costs which are included in general and administrative expenses in the unaudited condensed consolidated statements of operations:

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Fixed lease expense	$	122,318	$	122,798	$	244,636	$	259,443
Variable lease expense	54,081		89,910		126,275		214,271
Total operating lease expense	176,399		212,708		370,911		473,714
Short-term lease expense	39,379		6,915		47,236		27,428
Total lease expense	$	215,778	$	219,623	$	418,147	$	501,142

Cash paid for operating leases was $95,247 and $245,558 for the six months ended June 30, 2025, and 2024, respectively.

The following table presents the balance and classifications of the Company’s right-of-use assets and lease liabilities included in the unaudited condensed consolidated balance sheets:

	June 30, 2025		December 31, 2024
Operating lease right-of-use assets, net	$	900,292	$	1,094,743
Current portion of operating lease liabilities	459,249		435,307
Long-term operating lease liabilities	533,981		768,939
Total operating lease liabilities	$	993,230	$	1,204,246

For operating lease assets and liabilities, the weighted average remaining lease term was 2.7 years and 3 years as of June 30, 2025, and December 31, 2024, respectively. The weighted average discount rate used in the valuation over the remaining lease terms was 10.3% as of June 30, 2025, and 11.9% as of December 31, 2024.

The following table presents the Company’s maturities of lease liabilities as of June 30, 2025:

2025 (excluding the six months ended June 30, 2025)	$	263,913
2026	535,267
2027	268,072
2028	25,387
Total lease payments	1,092,639
Total present value discount	(99,409)
Operating lease liabilities	$	993,230

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation – From time to time, we may be subject to litigation and other claims in the normal course of business. No amounts have been accrued in the condensed consolidated financial statements with respect to any matters.

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Business Combination

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combination

Business Combination

On March 20, 2025, the Company acquired substantially all of the assets and certain specified liabilities of SeaTrepid, an expert in providing subsea robotic services to customers throughout the world, for a total consideration of $14.4 million. The acquisition aligns with the Company’s long-term growth strategy and expands its presence in the offshore market. The acquisition was accounted for as a business combination using the acquisition method in accordance with ASC 805 because the acquired assets and liabilities met the definition of a business, which includes inputs, processes, and outputs capable of generating revenue.

$3.95 million of the total consideration was paid in cash at closing and the remaining purchase price (excluding the contingent consideration) is due on or before September 30, 2025. The deferred amount is recorded in accrued liabilities in our condensed consolidated balance sheet as of June 30, 2025 and will be settled in cash.

The acquisition of SeaTrepid includes a contingent consideration arrangement in which the Company agreed to issue shares of its common stock to the sellers of SeaTrepid, subject to the achievement of $4 million of business revenue for the year ended December 31, 2025. In accordance with the asset purchase agreement executed on March 5, 2025, the number of earnout shares is equal to $5.5 million divided by the Minimum Price, as defined under Nasdaq Rule 5635(d), determined as of the date of the asset purchase agreement. The Company calculated the number of earnout shares equals 6,043,896 shares, based on a Minimum Price of $0.91 as of the date of execution of the asset purchase agreement. At the acquisition date, the Company estimated the fair value of the contingent consideration to be approximately $6.9 million, which is included in the total consideration transferred for the business combination. The contingent consideration is classified as

equity in accordance with ASC 815-40, as it will be settled in a fixed number of shares and does not meet the definition of a derivative or liability. As such, it will not be remeasured in future periods.

As part of the acquisition agreement, the purchase price is subject to a post-closing working capital adjustment. Based on the closing balance sheet, a working capital shortfall of approximately $0.5 million was identified and reduced the total purchase consideration.

The following table summarizes the consideration transferred to acquire SeaTrepid and preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:

Cash consideration	$	8,000,000
Earnout shares (fair value)	6,864,729
Purchase price adjustment	(512,037)
Total purchase price	$	14,352,692

Purchase Price Allocation	March 20, 2025
Cash	$	78,008
Accounts receivable, net	138,354
Inventory	75,300
Other current assets	62,515
Property and equipment	6,169,303
Goodwill	10,652,389
Accounts payable	(287,766)
Accrued liabilities	(97,668)
Notes payable - current	(2,437,743)
Total purchase price	$	14,352,692

The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets and earnout shares.

For additional details on the fair value measurement of the acquired assets and liabilities, including the valuation techniques used, see Note 19 Fair Value Measurements.

The results of SeaTrepid's operations have been included in the Company’s consolidated financial statements since the acquisition date. For the six months ended June 30, 2025, SeaTrepid contributed approximately $2,205,122 in revenue and $54,800 in net income.

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024.

	Six months ended June 30,
	2025		2024
Revenue	$	2,738,047	$	6,220,974
Net loss	(15,669,970)		(66,467,103)

These pro forma amounts reflect the historical operating results of the Company and SeaTrepid, adjusted for the effects of the acquisition, including the additional depreciation that would have been charged assuming the fair value adjustments to acquired property and equipment had been applied from January 1, 2024.

For the six months ended June 30, 2025, the Company incurred $0.04 million of acquisition-related costs. These expenses are included in general and administration expense on the condensed consolidated statement of operations for the six months ended June 30, 2025. The supplemental pro forma net loss for the six months ended June 30, 2025 was adjusted to exclude the acquisition-related costs, and instead, these costs are reflected in pro forma net loss for the six months ended June 30, 2024.

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Goodwill

6 Months Ended

Jun. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

The Company recognized goodwill as a result of the acquisition of SeaTrepid on March 20, 2025. The goodwill represents the excess of the purchase price over the fair value of net assets acquired and is attributable to expected synergies and the assembled workforce. The goodwill is not deductible for tax purposes.

As of June 30, 2025, goodwill totaled $10,652,389. The Company did not have any goodwill recorded on its balance sheet prior to this acquisition.

The Company evaluates goodwill for impairment annually as of December 31, or more frequently if events or changes in circumstances indicate the asset might be impaired. No indicators of impairment were identified through the second quarter of 2025.

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Income Taxes

6 Months Ended

Jun. 30, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. No income tax expense was recognized for the three and six months ended June 30, 2025, or 2024. The Company has a full valuation allowance against its net deferred tax assets as of June 30, 2025, and December 31, 2024, respectively.

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Equity

6 Months Ended

Jun. 30, 2025

Stockholders' Equity Note [Abstract]

Equity

Equity

Series A Convertible Preferred Stock - A total of 18,296 and 35,034 shares of Series A Convertible Preferred Stock were outstanding at June 30, 2025 and December 31, 2024, respectively.

On November 4, 2024, the Company entered into the Second Amendment and Exchange Agreement by and among the Company and ATW I, SLS and MIF pursuant to which such investors would exchange the remaining portion of the amount outstanding under the New Convertible Debentures and certain other amounts outstanding with respect thereto, into shares of Series A preferred convertible stock (the “Series A Preferred Stock”), subject to certain adjustments, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

On December 26, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series A Convertible Preferred Stock of the Company and designated 40,000 shares of Series A Preferred Stock.

Under the terms of the Series A Certificate of Designation, each share of Series A Preferred Stock has a stated value of $1,000 per share and a par value of $0.0001 per share and, when issued, the Series A Preferred Stock will be fully paid and non-assessable. The holders of Series A Preferred Stock will be entitled to a 5% per annum dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of Common Stock of the Company, when and if actually paid. The holders of the Series A Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Series A Certificate of Designation (or as otherwise required by applicable law).

The Series A Preferred Stock holders may convert all, or any part, of the outstanding Series A Preferred Stock, at any time at such holder’s option, into shares of the Common Stock at the fixed “Conversion Price” of $1.23, which is subject to proportional adjustments, or a holder may elect to convert the Series A Preferred Stock held by such holder at the

“Alternate Conversion Price” (as defined in the Series A Certificate of Designation) at holder’s election or at certain triggering event. The Company has the right to redeem in cash all, but not less than all, the shares of Series A Preferred Stock then outstanding at a 25% redemption premium to the greater of (i) the Conversion Amount being redeemed, and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed, multiplied by (2) the equity value of the Common Stock underlying the Series A Preferred Stock.

On December 27, 2024, the Company and ATW I closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to ATW I. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to SLS and MIF, respectively. The total fair value of these exchange transactions was $110,300,191. These shares of the Preferred Stock are convertible into shares of the Company’s Common Stock, subject to a beneficial ownership cap of 9.9% of the issued and outstanding Common Stock of the Company (with the exception to one investor), and to the stockholder approval requirement pursuant to Nasdaq rule 5635.

Reverse Stock Split

On July 22, 2024, the Company effected a 1-for-36 reverse stock split ("Reverse Stock Split") of the shares of the Company's common stock, par value $0.0001 per share. No fractional shares were issued in connection with the Reverse Stock Split, but were instead rounded up to the nearest whole share. The Reverse Stock Split resulted in 150,107,598 shares of common stock being converted in to 4,169,679 shares of common stock. The Board of Directors of the Company approved the Certificate of Amendment effecting the Reverse Stock Split in order to meet the share bid price requirements of the NASDAQ Capital Market. The Company’s stockholders authorized the Reverse Stock Split and the Certificate of Amendment at a special meeting held on June 17, 2024.

All options, warrants and other convertible securities of the Company outstanding immediately prior to the split have been adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

Each stockholder’s percentage ownership interest in the Company and proportional voting power remain virtually unchanged by the split, except for minor changes and adjustments that resulted from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s common stock were substantially unaffected.

As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease of $14,460 to common stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024. An adjustment to round fractional shares into whole shares was recorded in the year ended December 31, 2024 which increased common stock by 133,975 shares and $13 with a corresponding decrease in additional paid-in capital.

Unless otherwise noted, all references in the condensed consolidated financial statements and notes to condensed consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split.

On June 9, 2025, the Company’s stockholders approved a reverse stock split of the Company’s common stock at a ratio of up to 1-for-9, to be effected at the discretion of the Board of Directors. As of the date of this filing, the Board has not taken action to implement the split.

Common Stock – A total of 37,404,948 and 9,761,895 shares of Common Stock were outstanding as of June 30, 2025 and December 31, 2024, respectively.

During the first quarter of 2025, the Company conducted At The Market (“ATM”) offerings to offer and sell shares of the Company's Common Stock for an aggregate offering price of up to $20,189,798. Under this offering we issued and sold 7,488,822 shares, for gross proceeds of $20,141,905 and net proceeds of $19,438,121 after deducting commissions and offering expenses totaling $703,784.

During the six months ended June 30, 2025, ATW I and SLS converted 14,438 and 2,300 shares of Series A Preferred Shares into 15,366,634 and 2,796,727 shares of Common Stock respectively. During the year ended December 31, 2024, ATW I converted 400 shares of Series A Preferred Shares into 554,931 shares of Common Stock.

During the six months ended June 30, 2025, ATW I and ATW II converted 2024 Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 1,805,392 shares of Common Stock.

During the year ended December 31, 2024, the Company entered into an At The Market (“ATM”) Offering Agreement to offer and sell shares of our Common Stock having an aggregate offering price of up to $9,858,269. Under this offering we issued and sold 1,406,424 shares, for gross proceeds of $9,857,857 and net proceeds of $9,357,954 after deducting commissions and offering expenses totaling $499,903.

During the year ended December 31, 2024, ATW I and SLS converted New Convertible Debentures with a fair value of $29,741,859 principal values of $12,869,231 and $1,836,720 and interest of $442,140 and $4,785 into 4,818,836 and 699,053 shares of Common Stock, respectively.

Earnout Shares – Following the closing of the Merger between CleanTech, Merger Sub and Nauticus Robotics Holdings on September 9, 2022, former holders of shares of Nauticus Robotics Holdings’ Common Stock (including shares received as a result of the Nauticus Preferred Stock Conversion and the Nauticus Convertible Notes Conversion) are entitled to receive their pro rata share of up to 7,499,993, on a pre Reverse Stock Split basis (208,333 post Reverse Stock split) Earnout Shares which are held in escrow. The Earnout Shares will be released from escrow upon the occurrence of the following (each a "triggering event"):

i.one-half of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $15.00 per share over any 20 trading days within a 30-day trading period;

ii.one-quarter of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and

iii.one-quarter of the Earnout Shares will be released if, within a 5-year period from September 9, 2022, the volume-weighted average price of our Common Stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period.

As of June 30, 2025, the Earnout targets have not been achieved, and the Earnout Shares remain in escrow.

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Warrants

6 Months Ended

Jun. 30, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Warrants

Warrants

Public Warrants – We assumed 8,624,991 Public Warrants on September 9, 2022 which remained outstanding as of June 30, 2025. For every 36 Public Warrants, the holder is entitled to purchase one share of Common Stock at a price of $11.50, subject to adjustment. However, no Public Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants is not effective within 120 days of September 9, 2022, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise, subject to the terms of the governing warrant agreement, Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants expire on September 9, 2027, or earlier upon redemption or liquidation. Our Public Warrants are listed on Nasdaq under the symbol “KITTW”.

We may redeem the outstanding Public Warrants, in whole and not in part, at a price of $0.01 per warrant:

•at any time after the Public Warrants become exercisable,

•upon not less than 30 days’ prior written notice of redemption to each warrant holder,

•if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $16.50 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and

•if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If we call the Public Warrants for redemption as described above, we have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

The exercise price and number of shares of Common Stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.

The Public Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2025 and December 31, 2024 at $31,778 and $9,080, respectively, based on their publicly-traded price. For the three months ended June 30, 2025 and 2024, the Company reported a loss in value of the Public Warrants of $11,465 and $6,900, respectively. For the six months ended June 30, 2025 and 2024, the Company reported a loss and gain in value of the Public Warrants of $22,698 and $192,338, respectively. The change in fair value of the Public Warrants was reported within other (income) expense in our condensed consolidated statements of operations.

Private Warrants – We assumed 7,175,000 Private Warrants, which are not publicly traded, on September 9, 2022. These remained outstanding as of June 30, 2025. For every 36 Private Warrants, the holder is entitled to purchase one share of Common Stock at an exercise price of $11.50 and is identical in all material respects to the Public Warrants except that the Private Warrants are exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The Private Warrants purchased by CleanTech Investments, LLC are not exercisable after July 14, 2026, as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these Private Warrants.

The Private Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2025 and December 31, 2024 at $11,682 and $7,884, respectively. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model using the following assumptions: stock price of $0.90, no assumed dividends, a risk-free rate of 3.71%, implied volatility of 180.6%, and a remaining term of 2.19 years. For the three months ended June 30, 2025 and 2024, the Company reported a gain and loss in value of the Private Warrants of $1,179 and $12,386, respectively. For the six months ended June 30, 2025 and 2024, the Company reported a loss and gain in value of the Private Warrants of $3,798 and $155,669, respectively. The change in fair value of the Private Warrants was reported within other (income) expense in our condensed consolidated statements of operations.

SPA Warrants – On September 9, 2022 and pursuant to the Securities Purchase Agreement, we issued an aggregate 2,922,425 Original SPA Warrants, on a pre Reverse Stock Split basis, to the SPA Parties. Upon issuance, each whole Original SPA Warrant was exercisable over its 10-year term for one share of Common Stock at a price of $20.00 per share, subject to certain adjustments including full ratchet anti-dilution price protections.

In connection with the Securities Purchase Agreement, the Company and the SPA Parties entered into that certain Registration Rights Agreement, dated as of September 9, 2022 (the “RRA”), pursuant to which the Company and the SPA Parties agreed to certain requirements and conditions covering the resale by the SPA Parties of the shares of Common

Stock underlying the Debentures and Original SPA Warrants. Under the terms of the RRA, the Company was required to (i) file a registration statement (the “Initial Registration Statement”) covering such underlying shares within 15 business days of the Closing and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date (as defined in the RRA) (the “Registration Requirements”). The RRA additionally provided for liquidated damages if the Registration Requirements were not met.

On June 22, 2023, the Company and the SPA Parties entered into the first amendment to the RRA (the “RRA Amendment”), pursuant to which the Company agreed to deliver to the SPA Parties an aggregate 1,890,066 shares of Common Stock at an agreed upon price of $2.286, on a Pre Reverse Stock Split basis, (the “RRA Amendment Shares”) in exchange for the waiver and release by the SPA Parties of any and all claims, remedies, causes of action and any other Initial Effectiveness Date Claims (as defined in the RRA Amendment) under any of the Transaction Documents (as defined in the RRA), including all past and future claims for liquidated damages under the RRA with respect to, and any other amounts that may be payable by reason of or otherwise relating to, the Effectiveness Date (as defined in the RRA) of the Initial Registration Statement.

During the second quarter of 2024, the Company issued 1,890,066 shares of Common Stock, on a pre Reverse Stock Split basis, as payment for liquidated damages and interest of $4,320,690, and the damages and interest were recorded under interest expense in the condensed consolidated statements of operations. The settlement date of the liquidated damages occurred August 3, 2023, with a closing price of $1.95, with the change in the agreed upon price of $2.286 to settlement resulting in a gain of $635,061, which was also included in interest expense in the condensed consolidated statements of operations.

Pursuant to the RRA Amendment, the Company also agreed to file a registration statement for the registration and resale of the RRA Amendment Shares by the SPA Parties and to cause such registration statement to become effective as soon as practicable thereafter in accordance with the terms of the RRA, as amended by the RRA Amendment. The registration statement was filed on August 7, 2023 and was declared effective on September 12, 2023.

On June 22, 2023, we entered into the Letter Agreements with the SPA Parties (the “Letter Agreements”), pursuant to which the SPA Parties (also being the holders of the Original SPA Warrants) agreed to amend the exercise price of the Original SPA Warrants, which, since issuance, had been exercisable to purchase an aggregate 2,922,425 shares of Common Stock, on a pre Reverse Stock Split basis, in exchange for the Company’s agreement to (i) lower the exercise price of the Original SPA Warrants to a weighted average of $3.28 per share, with multiple tranches priced between $2.04 and $4.64 per share, and (ii) upon the SPA Parties’ exercise of the Amended SPA Warrants, issue New SPA Warrants to the SPA Parties to purchase, in the aggregate, up to 2,922,425 shares of Common Stock, on a pre Reverse Stock Split basis.

During any period when we shall have failed to maintain an effective registration statement covering the shares of Common Stock issuable upon exercise of the Amended SPA Warrants, the registered holder may exercise its Amended SPA Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

On June 23, 2023, pursuant to its Letter Agreement with the Company, ATW I exercised 165,713 Amended SPA Warrants, pursuant to which 165,713 shares of Common Stock, on a pre Reverse Stock Split basis, (4,603 shares of Common Stock post Reverse Stock Split) and 165,713 New SPA Warrants were issued to ATW by the Company in accordance with the terms of the Letter Agreement. The Company received proceeds of $338,055 from the warrants exercised by ATW.

On September 18, 2023, the Company entered into a convertible senior secured term loan agreement convertible at $6.00 per share. Based on the letter agreement, SPA warrants holders who exchange through March 1, 2024, the exercise price was reset from $20.00 to $6.00 a warrant pursuant to the full-ratchet provision. The exchange warrants were reset to $6.00 with a factor of 3.3333, increasing the number of warrants to 552,377, on a pre Reverse Stock Split basis.

The New SPA Warrants will be (and, with respect to those already issued, are) substantially in the form of the Amended SPA Warrants as described above except that the New SPA Warrants (i) have an exercise price of $20.00 per share (including, for purposes of clarification, full-ratchet anti-dilution on the exercise price and number of underlying shares issuable based on the aggregate exercise price using $20.00 as the base exercise price), (ii) are immediately exercisable upon issuance, and (iii) are exercisable until September 9, 2032.

If a registration statement covering the shares of Common Stock issuable upon exercise of the New SPA Warrants is not effective 60 days after March 1, 2024 (or, in the event of a “full review” by the SEC, 120 days after March 1, 2024), upon the registered holder’s election to exercise its New SPA Warrants, the registered holder may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise its New SPA Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

On December 31, 2023, the Company and ATW I, as the purchaser, entered into a Securities Purchase Agreement (the "PIPE SPA"), pursuant to which the purchaser agreed to purchase up to an aggregate of $5,000 shares of Common Stock of the Company at a $2 per share purchase price on a pre Reverse Stock Split basis. Based on the PIPE SPA, the exercise price of the SPA Warrants was reset from $6.00 to $2.00.

During the six months ended June 30, 2024, ATW I exercised 615,589 SPA Warrants, on a post Reverse Stock Split basis, (22,161,186 pre Reverse Stock Split) SPA Warrants in exchange for Common Stock. The Company did not receive cash in respect of these transactions.

Unless context otherwise requires, the term “SPA Warrants” means (i) before the entry into the Letter Agreements, the Original SPA Warrants, and (ii) upon and following the entry into the Letter Agreements, (a) the Amended SPA Warrants, and (b) the New SPA Warrants.

The SPA Warrants, which are accounted for as liabilities in our condensed consolidated balance sheets, were valued as of June 30, 2025, at $96,322 and as of December 31, 2024 at $164,949. The fair value of the SPA Warrants was estimated using a Black-Scholes option pricing model using the following assumptions: stock price of $0.90, no assumed dividends, implied volatility of 180.6%, and a remaining term of 2.19 years. The change in value of the SPA Warrants during the three months ended June 30, 2025 and 2024, was a gain of $1,499 and $4,441,987, respectively. The change in value of the SPA Warrants during the six months ended June 30, 2025 and 2024, was a gain of $68,627 and $12,384,317, respectively. The change in fair value of SPA Warrants was reported with other (income) expense in our condensed consolidated statements of operations.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Our 2022 Omnibus Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock units (“RSU”s), restricted stock and other stock-based awards, any of which may be performance-based, and for incentive bonuses, which may be paid in cash, Common Stock, or a combination thereof. As of June 30, 2025, 378,969 equity units remained outstanding.

Total stock-based compensation expense including options and RSUs for the three and six months ended June 30, 2025, net of forfeiture adjustments, totaled $257,334 and $570,015, respectively. Total stock-based compensation expense including options and RSUs for the three and six months ended June 30, 2024, net of forfeiture adjustments, totaled $809,310 and $1,339,965, respectively.

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Employee Benefit Plan

6 Months Ended

Jun. 30, 2025

Retirement Benefits [Abstract]

Employee Benefit Plan

Employee Benefit Plan

Nauticus offers a 401(k) plan which permits eligible employees to contribute portions of their compensation to an investment trust. The Company makes contributions to the plan totaling 3% of employees’ gross salaries and such contributions vest immediately. The 401(k) plan provides several investment options, for which the employee has sole investment discretion. The Company’s cost for the 401(k) plan was $61,231 and $95,692 for the three and six months ended June 30, 2025, respectively. The Company’s cost for the 401(k) plan was $48,261 and $103,265 for the three and six months ended June 30, 2024, respectively.

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Related Party Transactions

6 Months Ended

Jun. 30, 2025

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

ATW I, ATW II, ATW III, MIF and SLS are considered related parties as they can significantly influence the management of the Company, and we require their consent on all material transactions. Further, MIF is considered a related party as Adam Sharkawy is a member of the Board of Directors of the Company and the founder and managing partner of MIF.

SPA Warrants – The SPA Warrants are held by related parties ATW I, MIF and SLS Family Irrevocable Trust (see Note 14 – Warrants).

Exchanged Senior Secured Convertible Debenture - On January 30, 2024, the Company and certain of its subsidiaries and ATW I entered into the Amendment and Exchange Agreement, pursuant to which ATW I transferred its existing 5% Original Issue Discount Senior Secured Convertible Debenture to the Company in exchange for a new Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (the “New Convertible Debentures”) in the aggregate principal amount of $29,591,600. In addition, on January 30, 2024, the Company and certain of its subsidiaries entered into additional Amendment and Exchange Agreements with MIF and SLS on substantially similar terms, pursuant to which MIF and SLS transferred their existing 5% Original Issue Discount Senior Secured Convertible Debentures to the Company in exchange for New Convertible Debentures in the aggregate principal amount of $5,102,000 and $1,836,720, respectively. The fair value of the New Convertible Debentures was $99,195,791 upon issuance on January 30, 2024.

During the year ended December 31, 2024, ATW I and SLS converted Senior Secured Convertible Debentures with a principal value of $12,869,231 and $1,836,720 and interest of $442,140 and $4,785 into 4,818,836 and 699,053 shares of Common Stock, respectively. The fair value of the conversion was $29,741,859.

Second Amendment and Exchange Agreement - On November 4, 2024, the Company entered into the Second Amendment and Exchange Agreement by and among the Company and ATW I, SLS and MIF pursuant to which such investors would exchange the remaining portion of the amount outstanding under the New Convertible Debentures and certain other amounts outstanding with respect thereto, into shares of Series A Preferred Stock.

On December 27, 2024, the Company and ATW I closed the exchange transaction, and the Company issued 27,588 shares of Series A Preferred Stock to ATW I. On December 31, 2024, the Company issued 2,504 and 5,342 shares of Series A Preferred Stock to SLS and MIF, respectively, (see Note 13, “Equity”).

Series A Convertible Preferred Stock - During the six months ended June 30, 2025, ATW I and SLS converted 14,438 and 2,300 shares of Series A Preferred Shares into 15,366,634 and 2,796,727 shares of Common Stock respectively. During the year ended December 31, 2024, ATW I converted 400 shares of Series A Preferred Shares into 554,931 shares of Common Stock.

November 2024 Debentures - On November 4, 2024, the Company entered into a Securities Purchase Agreement with ATW I, pursuant to which ATW I purchased, in a private placement, $1,150,000 in principal amount of debentures, with an option to purchase up to an additional aggregate of $20,000,000 in principal amount of original issue discount senior secured convertible debentures (the “November 2024 Debentures”). On December 11, 2024, ATW I purchased, in a private placement, $1,000,000 in principal amount of debentures. The principal amount outstanding on the November 2024 Debentures at June 30, 2025 and December 31, 2024 was $2,150,000 and the fair value was $3,119,892 and $2,583,832, respectively.

Convertible Senior Secured Term Loans – In the third quarter of 2023, the Company entered into a convertible senior secured term loan with related parties ATW II, ATW I, MIF and other non-related party lenders. The loan was subsequently amended in the fourth quarter of 2023 and the first quarter of 2024 (see Note 7, “Notes Payable”).

On January 30, 2024, the Company also entered into the 2024 Term Loan Agreement with related parties ATW Management, as collateral agent and lender, and ATW III, ATW II, ATW I, MIF and another non-related party lenders. On May 1, 2024, the Company entered into an amendment to the 2024 Term Loan Agreement with ATW I.

During the six months ended June 30, 2025, ATW I and ATW II converted 2024 Term Loan notes with principal amount of $2,551,855 and interest payable of $318,718 into 1,805,392 shares of Common Stock.

The principal amounts outstanding on the convertible senior term loans to related parties ATW I, ATW II, ATW III and MIF at June 30, 2025 were $1,643,933, $4,404,211, $1,155,306 and $4,309,674, respectively. The principal amount outstanding on the convertible senior term loans on December 31, 2024 to ATW I, ATW II, ATW III and MIF was $2,933,362, $5,666,638, $1,112,943 and $4,224,983, respectively. For the three and six months ended June 30, 2025, interest expense attributable to ATW I, ATW II, ATW III and MIF was $51,944, $139,161, $25,794 and $114,762 and $103,317, $276,793, $75,876 and $277,386, respectively. For the three and six months ended June 30, 2024, interest expense attributable to ATW I, ATW II, ATW III and MIF was $88,909, $189,501, $39,876 and $142,883, and $142,883, $333,552, $65,709 and $246,841, respectively.

Flexible Consulting, LLC - On December 1, 2023, the Board appointed Victoria Hay as the Interim Chief Financial Officer and principal financial officer of the Company. Victoria Hay is the co-owner and President of Flexible Consulting, LLC, a financial and accounting consulting firm, with which the Company has engaged with since January 2023 to provide it with accounting and finance services relating to its quarterly reporting and mergers/acquisition activity. On July 25, 2025, the Board appointed Jimena Begaries, also a Flexible Consulting LLC employee, as the Interim Chief Financial Officer succeeding Victoria Hay. Flexible Consulting, LLC is considered to be a related party from December 1, 2023. The total value of services provided by Flexible Consulting, LLC to the Company for the three and six months ended June 30, 2025 and 2024 was $319,726 and $240,000, respectively, and accounts payable included $45,000 and $160,366 due to Flexible Consulting, LLC at June 30, 2025 and December 31, 2024, respectively.

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Loss Per Share

6 Months Ended

Jun. 30, 2025

Earnings Per Share [Abstract]

Loss Per Share

Loss Per Share

The following table is the basic and diluted loss per share computation. For all periods presented, weighted average shares and loss per share reflect the effects of the Reverse Stock Split.

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) for basic earnings per share	$	(7,454,176)	$	4,540,975	$	(15,021,363)	$	(68,297,961)
Adjustments to net income (loss) available to shareholders
Change in fair value of SPA warrant liabilities	-		(4,441,987)		-		-
New convertible debentures interest and change in fair value	-		(7,454,365)		-		-
Convertible secured debentures interest and amortization	-		1,326,657		-		-
Adjusted net loss for diluted earnings per share	$	(7,454,176)	$	(6,028,720)	$	(15,021,363)	$	(68,297,961)
Denominator:
Weighted average shares used to compute basic EPS	29,007,029		1,950,563		28,231,536		1,667,187
Dilutive effect of:
Stock options	-		-		-		-
Restricted and performance stock units	-		17,786		-		-
SPA Warrants	-		144,759		-		-
Convertible debt	-		3,251,287		-		-
Weighted average shares used to compute diluted EPS	29,007,029		5,364,395		28,231,536		1,667,187
Basic loss per share	$	(0.26)	$	2.33	$	(0.53)	$	(40.97)
Diluted loss per share	$	(0.26)	$	(1.12)	$	(0.53)	$	(40.97)
Anti-dilutive securities excluded from shares outstanding:
Stock options	12,104		50,736		14,715		50,736
Restricted and performance stock units	126,308		165,796		134,138		165,796
Warrants	545,419		438,889		545,419		583,648
Earnout shares	208,333		208,333		208,333		208,333
Seatrepid earnout shares	6,043,896		-		6,043,896		-
Convertible debt	7,982,654		-		7,982,654		3,251,287
Series A Convertible Preferred Stock	17,849,756		-		17,849,756		-
Total	32,768,470		863,754		32,778,911		4,259,800

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Fair Value Measurements

6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels related to fair value measurements are as follows:

Level 1 –	Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The estimated fair values of accounts receivable, contract assets, accounts payable, accrued expenses, and indebtedness with unrelated parties approximate their carrying amounts due to the relatively short maturity or time to maturity of these instruments. Notes payable with related parties may not be arms-length transactions and therefore may not reflect fair value.

The fair value of the November 2024 Debentures are measured at each reporting date in accordance with ASC 820-10, Fair Value Measurement, using a Monte Carlo simulation model. This model incorporates Level 3 inputs, including, current stock price, stock price volatility (historical and implied), risk free interest rate (U.S. Treasury rates), and expected term to maturity. The fair value measurement is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs. At June 30, 2025, the following assumptions were used in order to estimate the fair value of the November 2024 Debentures: stock price of $0.90, a risk free rate of 3.91%, implied volatility of 175% and a remaining term of 1.19 years.

The fair value of the Public, Private and SPA Warrants are measured at each reporting date in accordance with ASC 820-10. The Public Warrants were valued based on their publicly-traded price. The Private and SPA Warrants are considered Level 3 measurements as they involve significant unobservable inputs.

In connection with the acquisition of SeaTrepid on March 20, 2025, the Company measured the identifiable assets acquired and liabilities assumed at fair value in accordance to ASC 820-10. The fair value of land and buildings acquired were measured using the market approach and considered Level 2 measurements as observable inputs from comparable sales were used. Machinery and equipment acquired were measured using cost approach and considered Level 3 measurements due to the use of unobservable inputs. The fair value of the earnout shares related to the acquisition were measured using the Monte Carlo simulation model. The model incorporates Level 3 inputs, including stock price of $1.14, stock price volatility of 99.9%, revenue volatility of 101.4%, risk free rate of 4.15% and a remaining term of 0.78 years.

The fair value of notes payable acquired approximated their carrying values at the acquisition date as the Company plans to pay off the notes in the short term. The fair values of working capital items, including cash, accounts receivable, accounts payable, and accrued expenses, approximated their carrying values at the acquisition date due to their short-term nature. These items are not presented in the table below.

In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial liabilities that are required to be measured at fair value on a recurring basis and the related activity for the periods presented:

	Fair Value as of June 30, 2025								Fair Value as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
Financial liabilities:
November 2024 Debentures	$	3,119,892	$	-	$	-	$	3,119,892	$	2,583,832	$	-	$	-	$	2,583,832
Public Warrants	$	31,778	$	31,778	$	-	$	-	$	9,080	$	9,080	$	-	$	-
Private Warrants	11,682		-		-		11,682		7,884		-		-		7,884
SPA Warrants	96,322		-		-		96,322		164,949		-		-		164,949
Total warrant liability	$	139,782	$	31,778	$	-	$	108,004	$	181,913	$	9,080	$	-	$	172,833
Non-recurring fair value instruments:
Series A Preferred Stock									$	110,300,391	$	-	$	-	$	110,300,391
	Fair Value as of March 20, 2025								Fair Value as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
SeaTrepid Acquisition:
Land	$	444,435	$	-	$	444,435	$	-	$	-	$	-	$	-	$	-
Buildings	$	970,904	$	-	$	970,904	$	-	$	-	$	-	$	-	$	-
Machinery and equipment	$	4,753,964	$	-	$	-	$	4,753,964	$	-	$	-	$	-	$	-
Earnout shares	$	6,864,729	$	-	$	-	$	6,864,729	$	-	$	-	$	-	$	-

The following table sets forth a summary of the changes in fair value of the Company’s financial liabilities categorized within Level 3:

	November 2024 Debentures		Warrant Liability
Balance, December 31, 2024	$	2,583,832	$	172,833
Change in fair value of November 2024 Debentures	536,060		-
Change in fair value of warrant liabilities	-		(64,829)
Balance, June 30, 2025	$	3,119,892	$	108,004

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Subsequent Events

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

ATM

On June 30, 2025, the Company commenced an “at-the-market” (ATM) offering under a previously filed shelf registration statement. As of the filing date of this Quarterly Report on Form 10-Q, we have issued and sold 2,008,713 shares, for gross

proceeds of $2,063,374 and net proceeds of $1,941,956 after deducting commissions and offering expenses totaling $121,418

Securities Purchase Agreement

On August 6, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a related party institutional investor (the “Investor”), pursuant to which the Investor agreed to purchase, in a private placement, shares Series B Convertible Preferred Stock for an aggregate purchase price of $2,940,000, as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. On August 8, 2025, the Company and the Investor closed the Purchase Agreement transaction, and the Company issued 3,000 shares of Series B Convertible Preferred Stock to the Investor. For additional information regarding this transaction, refer to the Current Reports on Form 8-K filed on August 7, 2025 and August 8, 2025, respectively.

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed consolidated results of operations, financial position, cash flows and changes in stockholders’ deficit for each period presented. All intercompany balances and transactions have been eliminated in preparation of these condensed consolidated financial statements. The condensed consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2024 year-end consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the (i) estimates of future costs to complete customer contracts recognized over time, (ii) valuation allowances for deferred income tax assets, (iii) valuation of stock-based compensation awards and (iv) the valuation of conversion options, warrants and earnouts, (v) fair value of the new convertible debentures, and (vi) the fair value of the SeaTrepid acquisition. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company classifies all highly-liquid instruments with an original maturity of three months or less as cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits of $250,000. Historically, the Company has not experienced any losses in such accounts. There were no cash equivalents at June 30, 2025 or December 31, 2024.

Restricted Certificate of Deposit

The Company has restricted certificates of deposit of $53,023 and $52,151, held by a bank on our behalf as of June 30, 2025 and December 31, 2024, respectively which relate to a guarantee against corporate credit cards.

Accounts Receivable, Unbilled Revenues, and Allowance for Credit Losses

With the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), accounts receivable and contract assets are recorded at the invoiced amount and do not typically bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable and contract assets are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible.

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant since the Company’s inception.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income in the year of recovery, in accordance with the entity’s accounting policy election.

Assets Held For Sale ("AHFS")

Long-lived assets identified as assets held for sale are categorized on the balance sheet as current assets and are measured at the lower of carrying value or fair value less any costs to sell. Any liabilities associated with the assets being sold are categorized on the condensed consolidated balance sheet as current liabilities. AHFS are no longer depreciated or amortized.

Property and Equipment

Property and equipment is recorded at cost and depreciated using the straight-line method. Expenditures which extend the useful lives of existing property and equipment are capitalized. Those costs which do not extend the useful lives are expensed as incurred. Upon disposition, the cost and accumulated depreciation are removed and any gain or loss on the disposal is reflected in the condensed consolidated statements of operations.

Segment Reporting

Our operations represent a single reportable segment because each revenue stream possesses similar production methods, distribution methods, and customer quality and consumption characteristics, resulting in similar long-term expected financial performance. The CODM is the Company's Chief Executive Officer. The CODM primarily assesses performance of the Company based upon consolidated net profit or loss, which is an appropriate measure of operating performance because it reflects ongoing profitability. Segment assets are measured and reviewed on a consolidated basis and are presented as total consolidated assets on the face of the balance sheet. The significant expenses regularly reviewed by the CODM are limited to the line items presented in the Condensed Consolidated Statement of Operations, and no further disaggregation is provided for segment review purposes. The CODM reviews the condensed consolidated balance sheet and condensed consolidated statement of operations on a quarterly basis as a single reportable segment and uses this financial information in deciding how to allocate resources and assessing performance.

Revenue

Our primary sources of revenue are from providing technology, engineering services and products to the offshore industry and governmental entities. Revenue is generated pursuant to contractual arrangements to design and develop subsea robots and software and to provide related engineering, technical, and other services according to the specifications of the customers. These contracts can be service sales (cost plus fixed fee or firm fixed price) or product sales and typically have terms of up to 18 months. The Company had no product sales for the three and six months ended June 30, 2025 and 2024, respectively.

A performance obligation is a promise in a contract to transfer distinct goods or services to a customer. For all contracts, we assess if there are multiple promises that should be accounted for as separate performance obligations or combined into a single performance obligation. We generally separate multiple promises in a contract as separate performance obligations if those promises are distinct, both individually and in the context of the contract. If multiple promises in a contract are highly interrelated or require significant integration or customization within a group, they are combined and accounted for as a single performance obligation.

Our performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically costs incurred to date relative to total estimated costs at completion). This requires management to make significant estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. At the outset of a long-term contract, the Company identifies risks to the achievement of the technical, schedule and cost aspects of the contract. Throughout the contract term, on at least a quarterly basis, we monitor and assess the effects of those risks on its estimates of sales and total costs to complete the contract. Changes in these estimates could have a material effect on our results of operations. Where the current estimate of total costs at completion for contracts exceeds the total consideration we expect to receive we recognize the entire expected loss in the period that becomes evident. Estimated contract costs include costs that relate directly to the contract including direct labor, direct materials, and allocations of certain overhead costs.

Firm-fixed price contracts present the risk of unreimbursed cost overruns, potentially resulting in lower-than-expected contract profits and margins. This risk is generally lower for cost plus fixed fee contracts which, consequently, often have a lower margin.

Inventories

The inventories comprise raw materials, work in progress, and finished goods, as applicable, and are valued at the lower of cost or net realizable value. Work in progress and finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials, work in progress and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. The associated impairment is charged as a standalone expense on the condensed consolidated statements of operations. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. The associated write-downs or write-offs of inventory are charged to cost of sales.

Leases

The Company’s lease arrangements are operating leases which are capitalized on the balance sheet as right-of-use (“ROU”) assets and obligations. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. These are recognized at the lease commencement date based on the present value of payments over the lease term. If leases do not provide for an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a

similar term as the lease payments. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less ("short term leases") are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.

The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. For leases in which the Company is the lessee and do not have a readily determinable implicit rate, an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured

borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.

Stock-Based Compensation

The Company accounts for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. The Company’s policy is to issue new shares upon the exercise or conversion of options and recognize option forfeitures as they occur.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax asset (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company had no material uncertain income tax positions as of June 30, 2025 and December 31, 2024.

Foreign Currency Translation /Foreign Currency Gains and Losses

Prior to January 1, 2025, all assets and liabilities in the condensed consolidated balance sheet of the Company's foreign subsidiary, whose functional currency is the Brazilian Real, were translated at period-end exchange rates. All revenues and expenses in the condensed consolidated statements of operations, of this foreign subsidiary, were translated at average exchange rates for the period. Translation gains and losses were not included on determining net loss but were shown in accumulated other comprehensive loss on the condensed consolidated balance sheet. Effective January 1, 2025, the functional currency for the Company's foreign subsidiary was changed from Brazilian Real to U.S. dollars due to changes in operational and economic circumstances. The previously recorded cumulative translation adjustment in Accumulated Other Comprehensive Income as of the date of the change remains in equity and will not be reclassified to earnings unless the subsidiary is sold or liquidated. The change was accounted for prospectively.Foreign currency transaction gains and losses are included on determining net loss. The Company purchases certain materials and equipment from foreign companies and these transactions are generally denominated in the vendors’ local currency.

Common Stock Warrants

We account for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. This assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability or requirements for equity classification, including whether the warrants are indexed to the Company’s Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

We have determined that the Public and Private warrants should be accounted for as liabilities. The Public and Private Warrants were initially recorded at their estimated fair value. They are then revalued at each reporting date thereafter, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative warrant liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The fair value of the Private Warrants was

estimated using a Black-Scholes option pricing model (a Level 3 measurement). The Public Warrants are valued using their publicly-traded price at each measurement date (a Level 1 measurement).

We have determined that the Securities Purchase Agreement ("SPA") Warrants should be accounted for as liabilities. The SPA Warrants were initially recorded at their estimated fair value and are then revalued at each reporting date thereafter, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative warrant liabilities are classified in our balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The fair value of the Original SPA Warrants was estimated using a Black-Scholes option pricing model (a Level 3 measurement).

Fair Value Election For New Convertible Debentures

The Company has elected to measure its new 5% Original Issue Discount Senior Secured Convertible Debentures (the "New Convertible Debentures") and the 2% Original Issue Discount Senior Secured Convertible Debentures (the "November 2024 Debentures") at fair value under the fair value option in accordance with ASC 825-10, Financial Instruments – Fair Value Option. This election was made to provide greater transparency and to more accurately reflect the economic value of the New Convertible Debentures and November 2024 Debentures in the Company's condensed consolidated financial statements.

Under the fair value option, the New Convertible Debentures and the November 2024 Debentures are recorded at their estimated fair value at each reporting date, with changes in fair value recognized in earnings within "Other (income) expense" in the Condensed Consolidated Statements of Operations. The fair value of the New Convertible Debentures and November 2024 Debentures are determined using a Monte Carlo simulation model that uses inputs such as the Company’s stock price (KITT), stock price volatility, risk-free interest rate and conversion terms.

As of December 31, 2024, the fair value of the New Convertible Debentures was $0 compared to an initial fair value of $99,195,791 as of January 30, 2024, as a result of the New Convertible Debentures being exchanged to Series A Preferred stock on December 27, 2024 and December 31, 2024.

November 2024 Debentures

The November 2024 Debentures were estimated to have a fair value of $3,119,892 and $2,583,832 as of June 30, 2025 and December 31, 2024, respectively.

The fair value option eliminates the requirement to separately account for embedded conversion features that would otherwise be bifurcated under ASC 815-15, Derivatives and Hedging – Embedded Derivatives. Instead, all economic impacts of the New Convertible Debentures and November 2024 Debentures—including interest, conversion features, and market fluctuations—are captured in the fair value measurement.

The Company believes that the fair value measurement provides a more relevant representation of the liability’s impact on financial position and performance, as it reflects the new convertible debentures’ current economic value and reduces potential measurement inconsistencies.

Earnout Shares

The Earnout Shares are considered legally issued and outstanding shares of Common Stock subject to restrictions on transfer and potential forfeiture pending the achievement of the Earnout targets. The Company evaluated the Earnout Shares and concluded that they meet the criteria for equity classification. The Earnout Shares were classified in stockholders’ equity, recognized at fair value upon issuance and will not be subsequently remeasured. A Monte Carlo valuation model (a Level 3 measurement) determined their estimated fair value upon issuance.

Capitalized Interest

The Company capitalizes interest costs incurred to work in progress during the related construction periods. Capitalized interest is charged to cost of revenue when the related completed project is delivered to the buyer. The Company did not capitalize interest during the six months ended June 30, 2025 and 2024.

Earnings (Loss) per Share

Basic earnings per share is computed by dividing income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that could have been outstanding assuming the exercise of stock options and warrants (determined using the treasury stock method) and conversion of convertible debt. The Earnout Shares, which are subject to forfeiture if the achievement of certain stock price thresholds is not met, are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of calculating earnings (loss) per share.

Major Customer and Concentration of Credit Risk

We have a limited number of customers. During the six months ended June 30, 2025, sales to nine customers accounted for 100% of total revenue. Sales to Customer A accounted for 44% of total revenue, sales to Customer B accounted for 25% of total revenue and Customer C accounted for 17% of total revenue. The total balance due from these customers as of June 30, 2025, comprised 80% of accounts receivable, net. During the six months ended June 30, 2024, sales to three customers accounted for 100% of total revenue. Sales to Customer D accounted for 28% of total revenue, sales to Customer E accounted for 22% of total revenue and sales to Customer F accounted for 50% of total revenue. The total balance due from these customers as of December 31, 2024 comprised 16% of accounts receivable, net. Loss of these customers could have a material adverse impact on the Company.

Reclassifications

Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. There was no material impact to the condensed consolidated financial statements for these changes.

Accounting Standards Issued but not adopted as of June 30, 2025

Accounting Standards Issued but not adopted as of June 30, 2025 – In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, an update that improves income statement expense disclosure requirements. Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions in the notes to their financial statements. These categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments are effective for fiscal years beginning after December 15, 2026 and should be applied prospectively. The adoption of ASU 2024-03 will require us to provide additional disclosures related to certain income statement expenses, but otherwise will not materially impact our financial statements.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our condensed consolidated financial statements.

Goodwill

The Company evaluates goodwill for impairment annually as of December 31, or more frequently if events or changes in circumstances indicate the asset might be impaired.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Schedule of Inventories

Inventories consisted of the following:

	June 30, 2025		December 31, 2024
Raw material and supplies	$	863,141	$	880,594
Work in progress	50,200		-
Total inventories	$	913,341	$	880,594

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Revenue (Tables)

6 Months Ended

Jun. 30, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Components

The following table presents the components of our revenue:

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Cost plus fixed fee	$	2,075,566	$	-	$	2,240,822	$	214,414
Firm fixed-price	-		501,708		-		751,648
Total	$	2,075,566	$	501,708	$	2,240,822	$	966,062

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Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	June 30, 2025		December 31, 2024
Prepaid material purchases	$	395,554	$	394,950
Prepaid insurance	798,317		817,717
Other prepayments	252,505		176,767
Total prepaid expenses	$	1,446,376	$	1,389,434
Other current assets	607,491		573,275
Total other current assets	$	607,491	$	573,275

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:

	Useful  Life (years)	June 30, 2025		December 31, 2024
Land		$	444,435	$	-
Leasehold improvements	5	1,804,884		833,920
Property & equipment	3-5 years	11,863,554		7,528,597
Technology hardware equipment	3-5 years	1,969,841		1,966,841
Total		16,082,714		10,329,358
Less accumulated depreciation		(5,011,362)		(3,958,780)
Construction in progress		11,167,017		10,744,668
Total property and equipment, net		$	22,238,369	$	17,115,246

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Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2025

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following:

	June 30, 2025		December 31, 2024
Accrued compensation	$	450,847	$	956,399
Accrued severance	336,538		1,031,731
Accrued professional fees	150,000		2,350
Accrued insurance	249,858		440,562
Accrued sales and property taxes	400,630		428,801
Accrued royalties	475,000		400,000
Accrued interest	3,432,419		2,302,878
Accrued purchase liability	3,537,963		-
Other accrued expenses	355,833		40,000
Total accrued expenses	$	9,389,088	$	5,602,721

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consisted of the following:

	June 30, 2025		December 31, 2024
November 2024 debentures - fair value (principal amount of $2,150,000 as of June 30, 2025 and December 31, 2024)	$	3,119,892	$	2,583,832
Convertible senior secured term loan	25,287,311		27,500,383
SBA loan	485,300		-
Ameristate loan	1,917,863		-
Total	30,810,366		30,084,215
Less: debt discount, net	(46,558)		(66,478)
Less: capitalized debt issuance costs	(857,205)		(1,207,509)
Senior bridge note exit fee provision	173,926		125,302
Less: current portion	(2,403,163)		-
Total notes payable – long-term	$	27,677,366	$	28,935,530

Schedule of Long-Term Debt Instruments

Interest expense includes the following relating to the 2023 Term Loan, the December 2023 Incremental Loan, the January 2024 Incremental Loan, 2024 Loans and the May 2024 Incremental Loan (collectively the "convertible senior term loans"):

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Debt discount amortization	$	10,025	$	9,944	$	19,920	$	19,868
Amortization of debt issuance costs	176,857		169,619		350,303		312,440
Provision for bridge note exit fee	24,472		24,263		48,624		48,475

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Leases (Tables)

6 Months Ended

Jun. 30, 2025

Leases [Abstract]

Schedule of Operating Lease Expense

The following table presents the Company’s lease costs which are included in general and administrative expenses in the unaudited condensed consolidated statements of operations:

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Fixed lease expense	$	122,318	$	122,798	$	244,636	$	259,443
Variable lease expense	54,081		89,910		126,275		214,271
Total operating lease expense	176,399		212,708		370,911		473,714
Short-term lease expense	39,379		6,915		47,236		27,428
Total lease expense	$	215,778	$	219,623	$	418,147	$	501,142

Schedule of Right-of-Use Assets and Lease Liabilities

The following table presents the balance and classifications of the Company’s right-of-use assets and lease liabilities included in the unaudited condensed consolidated balance sheets:

	June 30, 2025		December 31, 2024
Operating lease right-of-use assets, net	$	900,292	$	1,094,743
Current portion of operating lease liabilities	459,249		435,307
Long-term operating lease liabilities	533,981		768,939
Total operating lease liabilities	$	993,230	$	1,204,246

Schedule of Lease Maturities

The following table presents the Company’s maturities of lease liabilities as of June 30, 2025:

2025 (excluding the six months ended June 30, 2025)	$	263,913
2026	535,267
2027	268,072
2028	25,387
Total lease payments	1,092,639
Total present value discount	(99,409)
Operating lease liabilities	$	993,230

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Business Combination (Tables)

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combination, Recognized Asset Acquired and Liability Assumed

The following table summarizes the consideration transferred to acquire SeaTrepid and preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:

Cash consideration	$	8,000,000
Earnout shares (fair value)	6,864,729
Purchase price adjustment	(512,037)
Total purchase price	$	14,352,692

Purchase Price Allocation	March 20, 2025
Cash	$	78,008
Accounts receivable, net	138,354
Inventory	75,300
Other current assets	62,515
Property and equipment	6,169,303
Goodwill	10,652,389
Accounts payable	(287,766)
Accrued liabilities	(97,668)
Notes payable - current	(2,437,743)
Total purchase price	$	14,352,692

Schedule Pro Forma Information

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024.

	Six months ended June 30,
	2025		2024
Revenue	$	2,738,047	$	6,220,974
Net loss	(15,669,970)		(66,467,103)

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Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2025

Earnings Per Share [Abstract]

Schedule of Computation of Earnings (Loss) Per Basic and Diluted Share

The following table is the basic and diluted loss per share computation. For all periods presented, weighted average shares and loss per share reflect the effects of the Reverse Stock Split.

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) for basic earnings per share	$	(7,454,176)	$	4,540,975	$	(15,021,363)	$	(68,297,961)
Adjustments to net income (loss) available to shareholders
Change in fair value of SPA warrant liabilities	-		(4,441,987)		-		-
New convertible debentures interest and change in fair value	-		(7,454,365)		-		-
Convertible secured debentures interest and amortization	-		1,326,657		-		-
Adjusted net loss for diluted earnings per share	$	(7,454,176)	$	(6,028,720)	$	(15,021,363)	$	(68,297,961)
Denominator:
Weighted average shares used to compute basic EPS	29,007,029		1,950,563		28,231,536		1,667,187
Dilutive effect of:
Stock options	-		-		-		-
Restricted and performance stock units	-		17,786		-		-
SPA Warrants	-		144,759		-		-
Convertible debt	-		3,251,287		-		-
Weighted average shares used to compute diluted EPS	29,007,029		5,364,395		28,231,536		1,667,187
Basic loss per share	$	(0.26)	$	2.33	$	(0.53)	$	(40.97)
Diluted loss per share	$	(0.26)	$	(1.12)	$	(0.53)	$	(40.97)
Anti-dilutive securities excluded from shares outstanding:
Stock options	12,104		50,736		14,715		50,736
Restricted and performance stock units	126,308		165,796		134,138		165,796
Warrants	545,419		438,889		545,419		583,648
Earnout shares	208,333		208,333		208,333		208,333
Seatrepid earnout shares	6,043,896		-		6,043,896		-
Convertible debt	7,982,654		-		7,982,654		3,251,287
Series A Convertible Preferred Stock	17,849,756		-		17,849,756		-
Total	32,768,470		863,754		32,778,911		4,259,800

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value Hierarchy

In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial liabilities that are required to be measured at fair value on a recurring basis and the related activity for the periods presented:

	Fair Value as of June 30, 2025								Fair Value as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
Financial liabilities:
November 2024 Debentures	$	3,119,892	$	-	$	-	$	3,119,892	$	2,583,832	$	-	$	-	$	2,583,832
Public Warrants	$	31,778	$	31,778	$	-	$	-	$	9,080	$	9,080	$	-	$	-
Private Warrants	11,682		-		-		11,682		7,884		-		-		7,884
SPA Warrants	96,322		-		-		96,322		164,949		-		-		164,949
Total warrant liability	$	139,782	$	31,778	$	-	$	108,004	$	181,913	$	9,080	$	-	$	172,833
Non-recurring fair value instruments:
Series A Preferred Stock									$	110,300,391	$	-	$	-	$	110,300,391
	Fair Value as of March 20, 2025								Fair Value as of December 31, 2024
	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
SeaTrepid Acquisition:
Land	$	444,435	$	-	$	444,435	$	-	$	-	$	-	$	-	$	-
Buildings	$	970,904	$	-	$	970,904	$	-	$	-	$	-	$	-	$	-
Machinery and equipment	$	4,753,964	$	-	$	-	$	4,753,964	$	-	$	-	$	-	$	-
Earnout shares	$	6,864,729	$	-	$	-	$	6,864,729	$	-	$	-	$	-	$	-

Schedule of Changes in Fair Value

The following table sets forth a summary of the changes in fair value of the Company’s financial liabilities categorized within Level 3:

	November 2024 Debentures		Warrant Liability
Balance, December 31, 2024	$	2,583,832	$	172,833
Change in fair value of November 2024 Debentures	536,060		-
Change in fair value of warrant liabilities	-		(64,829)
Balance, June 30, 2025	$	3,119,892	$	108,004

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Summary of Significant Accounting Policies - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 09, 2022	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Jan. 30, 2024	Dec. 31, 2023
Concentration Risk [Line Items]
Cash equivalents		$ 0		$ 0		$ 0
Restricted certificate of deposit		53,023		53,023		52,151
Write-offs and expected credit losses		0	$ 0	0	$ 39
Allowance for current expected credit losses		0		0		0
Product sales		0	0	0	0
Foreign currency transaction loss		274	4,296	3,541	9,443
New convertible debentures		3,119,892		3,119,892		2,583,832
Earnout shares period	5 years
Capitalized interest				0	0
Accounts receivable, net		$ 2,283,131		$ 2,283,131		238,531		$ 212,428
New Convertible Secured Debentures | Convertible debt
Concentration Risk [Line Items]
Original issue discount percentage		5.00%		5.00%
New convertible debentures			$ 83,797,224		$ 83,797,224	0	$ 99,195,791
November 2024 Debentures | Convertible debt
Concentration Risk [Line Items]
Original issue discount percentage		2.00%		2.00%
New convertible debentures		$ 3,119,892		$ 3,119,892		$ 2,583,832
Nine Customers | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage				100.00%
Nine Customers | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage				80.00%
Customer A | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage				44.00%
Customer B | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage				25.00%
Three Customers | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage					100.00%
Three Customers | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage						16.00%
Customer C | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage				17.00%
Customer D | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage					28.00%
Customer E | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage					22.00%
Customer F | Revenue from Contract with Customer Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage					50.00%

XML

Summary of Significant Accounting Policies - Schedule of Inventories (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Raw material and supplies	$ 863,141	$ 880,594
Work in progress	50,200	0
Total inventories	$ 913,341	$ 880,594

XML

Revenue - Schedule of Revenue Components (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Disaggregation of Revenue [Line Items]
Revenue	$ 2,075,566	$ 501,708	$ 2,240,822	$ 966,062
Cost plus fixed fee
Disaggregation of Revenue [Line Items]
Revenue	2,075,566	0	2,240,822	214,414
Firm fixed-price
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 501,708	$ 0	$ 751,648

XML

Revenue - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 2,283,131		$ 2,283,131		$ 238,531	$ 212,428
Allowance for doubtful accounts	0		0		0
Write-offs and expected credit losses	0	$ 0	0	$ 39
Contract assets	0		0		0
Contract liabilities	343,493		343,493		$ 346,279
Revenue expected to the recognized in future periods related to unfulfilled performance obligations	$ 180,000		$ 180,000

XML

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid material purchases	$ 395,554	$ 394,950
Prepaid insurance	798,317	817,717
Other prepayments	252,505	176,767
Total prepaid expenses	1,446,376	1,389,434
Other current assets	607,491	573,275
Total other current assets	$ 607,491	$ 573,275

XML

Property and Equipment (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Less accumulated depreciation	$ (5,011,362)	$ (3,958,780)
Total property and equipment, net	22,238,369	17,115,246
Depreciable Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	16,082,714	10,329,358
Land
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 444,435	0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Life (years)	5 years
Total property and equipment, gross	$ 1,804,884	833,920
Property & equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 11,863,554	7,528,597
Property & equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful Life (years)	3 years
Property & equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful Life (years)	5 years
Technology hardware equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 1,969,841	1,966,841
Technology hardware equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful Life (years)	3 years
Technology hardware equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful Life (years)	5 years
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 11,167,017	$ 10,744,668

XML

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024	Jun. 30, 2024
Payables and Accruals [Abstract]
Accrued compensation	$ 450,847	$ 956,399
Accrued severance	336,538	1,031,731
Accrued professional fees	150,000	2,350
Accrued insurance	249,858	440,562
Accrued sales and property taxes	400,630	428,801
Accrued royalties	475,000	400,000
Accrued interest	3,432,419	2,302,878
Accrued purchase liability	3,537,963	0	$ 0
Other accrued expenses	355,833	40,000
Total accrued expenses	$ 9,389,088	$ 5,602,721

XML

Accrued Liabilities - Narrative (Details) - USD ($)	Mar. 20, 2025	Jun. 30, 2025	Dec. 31, 2024	Jun. 30, 2024
Business Combination [Line Items]
Accrued purchase price		$ 3,537,963	$ 0	$ 0
SeaTrepid International, L.L.C
Business Combination [Line Items]
Total purchase price	$ 14,352,692
Accrued purchase price		$ 3,537,963

XML

Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024	Dec. 11, 2024	Nov. 04, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total	$ 30,810,366	$ 30,084,215
Less: debt discount, net	(46,558)	(66,478)
Less: capitalized debt issuance costs	(857,205)	(1,207,509)
Senior bridge note exit fee provision	173,926	125,302
Less: current portion	(2,403,163)	0
Total notes payable – long-term	27,677,366	28,935,530
November 2024 Debentures | Convertible debt
Debt Instrument [Line Items]
Total	3,119,892	2,583,832
Aggregate principal amount	2,150,000	2,150,000	$ 1,000,000	$ 1,150,000
Convertible senior secured term loan | Convertible debt
Debt Instrument [Line Items]
Total	25,287,311	27,500,383			$ 12,295,000
SBA loan | Notes Payable to Banks
Debt Instrument [Line Items]
Total	485,300	0
Ameristate loan | Notes Payable to Banks
Debt Instrument [Line Items]
Total	$ 1,917,863	$ 0

XML

Notes Payable - Narrative (Details)														3 Months Ended		6 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 27, 2024 USD ($) shares	Nov. 04, 2024 USD ($) day $ / shares	May 01, 2024 USD ($)	Jan. 30, 2024 USD ($) day meeting $ / shares	Sep. 18, 2023 USD ($) $ / shares	Sep. 18, 2023 USD ($) $ / shares	Sep. 18, 2023 USD ($) $ / shares	Sep. 18, 2023 USD ($) day $ / shares	Sep. 18, 2023 USD ($) trading_day $ / shares	Jul. 14, 2023 USD ($)	Sep. 09, 2022 USD ($) shares	Aug. 17, 2017 USD ($)	Jun. 30, 2025 USD ($) $ / shares	Jun. 30, 2024 USD ($)	Jun. 30, 2025 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Jan. 03, 2025 $ / shares	Dec. 11, 2024 USD ($)	Jul. 22, 2024 $ / shares	Dec. 31, 2023 USD ($)	Jun. 19, 2020 USD ($)
Debt Instrument [Line Items]
New convertible debentures	$ 2,583,832													$ 3,119,892		$ 3,119,892
Gain (loss) on change in fair value of debentures																536,060	$ (11,914,729)
Debenture warrants shares (in shares) | shares												2,922,425
Inclusive proceeds												$ 35,800,000
Fair value debenture warrants												20,949,110
Debt discount upon issuance totaling												21,679,716
Loss on extinguishment of debt														$ 0	$ 0	0	78,734,949
Accretion of debt discount																$ 19,920	392,611
Exit fee amount											$ 125,000
Fixed interest rate											12.50%
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001													$ 0.0001		$ 0.0001				$ 0.0001
Total	$ 30,084,215													$ 30,810,366		$ 30,810,366
Convertible debt
Debt Instrument [Line Items]
Fixed interest rate						100.00%	100.00%	100.00%	100.00%	100.00%
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
November 2024 Debentures
Debt Instrument [Line Items]
Gain (loss) on change in fair value of debentures														(187,866)	0	536,060	0
November 2024 Debentures | Convertible debt
Debt Instrument [Line Items]
Aggregate principal amount	2,150,000		$ 1,150,000											2,150,000		2,150,000			$ 1,000,000
Additional principal option available			$ 20,000,000
Original issue discount percentage			0.02
Legal fees associated with debt																			$ 190,000
Percentage of promissory note			2.00%
Conversion price (in dollars per share) | $ / shares			$ 1.23
Conversion ratio			1.20
Conversion price floor (in dollars per share) | $ / shares			$ 0.246
Stock price trigger, threshold percentage			98.00%
Number of trading days | day			10
New convertible debentures	$ 2,583,832													$ 3,119,892		$ 3,119,892
Debt term	1 year 8 months 8 days													1 year 2 months 8 days		1 year 2 months 8 days
Gain (loss) on change in fair value of debentures														$ 187,866		$ (536,060)
Original issue discount percentage														2.00%		2.00%
Total	$ 2,583,832													$ 3,119,892		$ 3,119,892
November 2024 Debentures | Convertible debt | Measurement Input, Share Price
Debt Instrument [Line Items]
Measurement inputs	1.55													0.90		0.90
November 2024 Debentures | Convertible debt | Measurement Input, Risk Free Interest Rate
Debt Instrument [Line Items]
Measurement inputs	0.0422													0.0391		0.0391
November 2024 Debentures | Convertible debt | Measurement Input, Price Volatility
Debt Instrument [Line Items]
Measurement inputs	1.38													1.75		1.75
New Convertible Secured Debentures
Debt Instrument [Line Items]
Gain (loss) on change in fair value of debentures														$ 0	(7,410,303)	$ 0	(11,914,729)
New Convertible Secured Debentures | Convertible debt
Debt Instrument [Line Items]
New convertible debentures	$ 0				$ 99,195,791										83,797,224		83,797,224
Gain (loss) on change in fair value of debentures															$ 7,410,303		$ 11,914,729
Original issue discount percentage														5.00%		5.00%
Debt instrument term					2 years 7 months 9 days												2 years 2 months 8 days
Loss on extinguishment of debt																	$ 78,734,949
New Convertible Secured Debentures | Convertible debt | Measurement Input, Share Price
Debt Instrument [Line Items]
Measurement inputs					16.52										0.14		0.14
New Convertible Secured Debentures | Convertible debt | Measurement Input, Risk Free Interest Rate
Debt Instrument [Line Items]
Measurement inputs					0.0423										0.0467		0.0467
New Convertible Secured Debentures | Convertible debt | Measurement Input, Price Volatility
Debt Instrument [Line Items]
Measurement inputs					1.21										1.32		1.32
Convertible Secured Debentures | Convertible debt
Debt Instrument [Line Items]
Aggregate principal amount												$ 36,530,320
Original issue discount percentage					0.05	0.05	0.05	0.05	0.05	0.05
Conversion price (in dollars per share) | $ / shares					$ 0.4582
Conversion ratio					1.20
Conversion price floor (in dollars per share) | $ / shares					$ 0.0878
Stock price trigger, threshold percentage					98.00%
Number of trading days | day					10
Original issue discount percentage												2.00%
Debt instrument term												4 years
Minimum number of stockholder meetings required under convertible debt covenants | meeting					1
Bears interest rate					5.00%
Debt instrument, convertible, threshold proceeds of stock price trigger					$ 30,000,000
Debt instrument, convertible, interest rate					0.90
Convertible Secured Debentures | Convertible debt | ATW
Debt Instrument [Line Items]
Aggregate principal amount					$ 29,591,600
Convertible Secured Debentures | Convertible debt | Material Impact
Debt Instrument [Line Items]
Aggregate principal amount	$ 5,102,000
Convertible debt, number of shares (in shares) | shares	5,342
Floor price and alternate conversion price variance and interest cost on debt conversion to preference shares	$ 240,219
Convertible Secured Debentures | Convertible debt | Material Impact | Related Party
Debt Instrument [Line Items]
Aggregate principal amount					5,102,000
Convertible Secured Debentures | Convertible debt | SLS Irrevocable Trust | Related Party
Debt Instrument [Line Items]
Aggregate principal amount					1,836,720
Convertible Secured Debentures | Convertible debt | ATW Special Situations I LLC
Debt Instrument [Line Items]
Aggregate principal amount		$ 16,672,369			29,591,600
Convertible debt, number of shares (in shares) | shares		27,588
Floor price and alternate conversion price variance and interest cost on debt conversion to preference shares		$ 10,915,974
Convertible Secured Debentures | Convertible debt | SLS Family Irrevocable Trust
Debt Instrument [Line Items]
Aggregate principal amount	$ 0
Convertible debt, number of shares (in shares) | shares	2,504
Floor price and alternate conversion price variance and interest cost on debt conversion to preference shares	$ 2,504,440
Convertible Secured Debentures | Convertible debt | SLS Family Irrevocable Trust | Related Party
Debt Instrument [Line Items]
Aggregate principal amount					1,836,720
Secured Promissory Note
Debt Instrument [Line Items]
Aggregate principal amount											$ 5,000,000
Original issue discount percentage											0.025
Bears interest rate											15.00%
Secured Promissory Note | Secured Debt
Debt Instrument [Line Items]
Accretion of debt discount											$ 125,000
Convertible senior secured term loan | Convertible debt
Debt Instrument [Line Items]
Legal fees associated with debt						$ 577,500	$ 577,500	$ 577,500	$ 577,500	$ 577,500											$ 72,000
Conversion price (in dollars per share) | $ / shares						$ 6.00	$ 6.00	$ 6.00	$ 6.00	$ 6.00								$ 1.59
Debt term						91 days	91 days	91 days	91 days	91 days
Debt instrument term						3 years
Bears interest rate						2.50%	2.50%	2.50%	2.50%	2.50%
Accretion of debt discount							$ 125,000
Exit fee amount						$ 290,000	$ 290,000	$ 290,000	$ 290,000	$ 290,000
Fixed interest rate						2.50%	2.50%	2.50%	2.50%	2.50%
Receivable portion of convertible senior secured note payable					$ 3,753,144	$ 20,000,000	$ 20,000,000	$ 20,000,000	$ 20,000,000	$ 20,000,000											695,000
Days required for prior written notice for secured term loans									5	2
Interest rate percentage								12.50%
Gain on interest expense							378,118
Total	27,500,383													$ 25,287,311		$ 25,287,311					$ 12,295,000
Convertible senior secured term loan | Convertible debt | Minimum
Debt Instrument [Line Items]
Initial amount funded under convertible senior secured term loan agreement						$ 11,600,000	$ 11,600,000	$ 11,600,000	$ 11,600,000	$ 11,600,000
ATW Extended Maturity Loan | Convertible debt
Debt Instrument [Line Items]
Debt instrument term					30 years
Senior Secured Term Loan Agreement
Debt Instrument [Line Items]
Bears interest rate					15.00%
Senior Secured Term Loan Agreement | Convertible debt
Debt Instrument [Line Items]
Original issue discount percentage					0.05
Legal fees associated with debt				$ 37,500	$ 1,237,291
Conversion price (in dollars per share) | $ / shares					$ 16.50
Debt term					91 days
Debt instrument term				30 years
Accretion of debt discount														10,025	$ 9,944	19,920	$ 19,868
Receivable portion of convertible senior secured note payable				$ 1,000,000	$ 9,551,856
Days required for prior written notice for secured term loans | day					5
Additional secured term loans available					$ 6,000,000
Additional secured loans available, period to utilize option					180 days
Committed amount of debt					$ 1,000,000
Senior Secured Term Loan Agreement | Convertible debt | ATW Special Situations I and II LLCs
Debt Instrument [Line Items]
Aggregate principal amount														2,551,855		$ 2,551,855
Convertible debt, number of shares (in shares) | shares																1,805,392
Interest payable														318,718		$ 318,718
Senior Secured Term Loan Agreement | Convertible debt | Material Impact | Related Party
Debt Instrument [Line Items]
Notes payable outstanding	4,224,983													4,309,674		4,309,674
Senior Secured Term Loan Agreement | Convertible debt | ATW Special Situations I LLC | Related Party
Debt Instrument [Line Items]
Notes payable outstanding	2,933,362													1,643,933		1,643,933
SBA loan | Notes Payable to Banks
Debt Instrument [Line Items]
Total	0													485,300		485,300
Notes payable outstanding														485,300		485,300
SBA loan | Notes Payable to Banks | SeaTrepid International, L.L.C
Debt Instrument [Line Items]
Aggregate principal amount																						$ 485,300
Bears interest rate																						3.75%
Ameristate loan | Notes Payable to Banks
Debt Instrument [Line Items]
Total	$ 0													1,917,863		1,917,863
Notes payable outstanding														$ 1,917,863		$ 1,917,863
Debt-to-net worth ratio														9.0		9.0
Minimum debt service coverage ratio																1.0
Ameristate loan | Notes Payable to Banks | SeaTrepid International, L.L.C
Debt Instrument [Line Items]
Aggregate principal amount													$ 2,335,000
Percentage of promissory note													2.50%

XML

Notes Payable - Schedule of Long-Term Debt Instruments (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Debt Instrument [Line Items]
Debt discount amortization			$ 19,920	$ 392,611
Amortization of debt issuance costs			350,303	312,440
Senior Secured Term Loan Agreement | Convertible debt
Debt Instrument [Line Items]
Debt discount amortization	$ 10,025	$ 9,944	19,920	19,868
Amortization of debt issuance costs	176,857	169,619	350,303	312,440
Provision for bridge note exit fee	$ 24,472	$ 24,263	$ 48,624	$ 48,475

XML

Leases - Narrative (Details)	3 Months Ended			6 Months Ended
	Jun. 30, 2025 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2024	Aug. 31, 2023	Jul. 31, 2023 option
Lessee, Lease, Description [Line Items]
Lease term			3 years					5 years
Borrowing rate			8.00%					15.00%
Settlement figure			$ 657,000
Gain (Loss) on lease termination	$ 0	$ 8,532		$ 0	$ 23,897
Number of options to extend | option								2
Cash paid for operating leases				$ 95,247	$ 245,558
Weighted average remaining lease term	2 years 8 months 12 days			2 years 8 months 12 days		3 years
Weighted average discount rate	10.30%			10.30%		11.90%
NORWAY
Lessee, Lease, Description [Line Items]
Lease term							5 years
Borrowing rate							15.00%
Gain (Loss) on lease termination			15,721
Scotland
Lessee, Lease, Description [Line Items]
Gain (Loss) on lease termination			$ (356)

XML

Leases - Lease Costs (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Leases [Abstract]
Fixed lease expense	$ 122,318	$ 122,798	$ 244,636	$ 259,443
Variable lease expense	54,081	89,910	126,275	214,271
Total operating lease expense	176,399	212,708	370,911	473,714
Short-term lease expense	39,379	6,915	47,236	27,428
Total lease expense	$ 215,778	$ 219,623	$ 418,147	$ 501,142

XML

Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Leases [Abstract]
Operating lease right-of-use assets, net	$ 900,292	$ 1,094,743
Current portion of operating lease liabilities	459,249	435,307
Long-term operating lease liabilities	533,981	768,939
Total operating lease liabilities	$ 993,230	$ 1,204,246

XML

Leases - Schedule of Lease Maturities (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Leases [Abstract]
2025 (excluding the six months ended June 30, 2025)	$ 263,913
2026	535,267
2027	268,072
2028	25,387
Total lease payments	1,092,639
Total present value discount	(99,409)
Operating lease liabilities	$ 993,230	$ 1,204,246

XML

Business Combination - Narrative (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 20, 2025	Mar. 05, 2025	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2025
Business Combination [Line Items]
Total revenue			$ 2,075,566	$ 501,708	$ 2,240,822	$ 966,062
Earnout shares (fair value)			$ 6,864,729	$ 0	6,864,729	$ 0
SeaTrepid International, L.L.C
Business Combination [Line Items]
Total purchase price	$ 14,352,692
Payments for acquisition	3,950,000
Value assigned to equity shares issuable		$ 5,500,000
Number of shares issuable for contingent consideration (in shares)		6,043,896
Minimum price for issuable shares (in dollars per share)		$ 0.91
Earnout shares (fair value)	6,864,729
Purchase price adjustment	$ (512,037)
Revenue of acquiree					2,205,122
Net income of acquiree					54,800
Acquisition related costs					$ 40,000.00
SeaTrepid International, L.L.C | Scenario, Plan | Subsequent Event
Business Combination [Line Items]
Total revenue							$ 4,000,000

XML

Business Combination - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)	Mar. 20, 2025	Jun. 30, 2025	Dec. 31, 2024	Jun. 30, 2024
Business Combination [Line Items]
Earnout shares (fair value)		$ 6,864,729		$ 0
Goodwill		$ 10,652,389	$ 0
SeaTrepid International, L.L.C
Business Combination [Line Items]
Cash consideration	$ 8,000,000
Earnout shares (fair value)	6,864,729
Purchase price adjustment	(512,037)
Total purchase price	14,352,692
Cash	78,008
Accounts receivable, net	138,354
Inventory	75,300
Other current assets	62,515
Property and equipment	6,169,303
Goodwill	10,652,389
Accounts payable	(287,766)
Accrued liabilities	(97,668)
Notes payable - current	(2,437,743)
Total purchase price	$ 14,352,692

XML

Business Combination - Schedule of Pro Forma Information (Details) - SeaTrepid International, L.L.C - USD ($)	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024
Business Combination [Line Items]
Revenue	$ 2,738,047	$ 6,220,974
Net loss	$ (15,669,970)	$ (66,467,103)

XML

Goodwill (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 10,652,389	$ 0

XML

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

XML

Equity (Details)							3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 09, 2025	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 27, 2024 USD ($) shares	Nov. 04, 2024 $ / shares	Jul. 22, 2024 $ / shares shares	Sep. 09, 2022 USD ($) trading_day $ / shares shares	Mar. 31, 2025 USD ($) shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2025 USD ($) trading_day $ / shares shares	Jun. 30, 2024 USD ($) shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 26, 2024 shares	Jul. 21, 2024 shares	Jan. 30, 2024 USD ($)	Sep. 18, 2023 $ / shares
Derivative [Line Items]
Preferred stock shares outstanding (in shares) | shares		35,034							18,296		35,034
Preferred stock, number of shares authorized (in shares) | shares		40,000							40,000		40,000	40,000
Preferred stock, stated value per share (in dollars per share) | $ / shares				$ 1,000
Preferred stock, par value per share (in dollars per share) | $ / shares				$ 0.0001
Preferred stock dividend rate (as a percent)				5.00%
Preferred stock liquidation preference (in dollars per share) | $ / shares				$ 1.23
Preferred stock redemption premium (as a percent)				25.00%
Fair value of conversion of convertible secured debentures to common stock			$ 110,300,191					$ 3,485,645	$ 0	$ 3,485,645
Maximum ownership percentage allowed ( as a percent)			9.90%
Stock split conversion ratio	0.11				0.028
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001			$ 0.0001				$ 0.0001		$ 0.0001
Common stock, shares outstanding (in shares) | shares		9,761,895			4,169,679				37,404,948		9,761,895		150,107,598
Decrease in common stock in connection with reverse stock split		$ (976)							$ (3,739)		$ (976)
Proceeds from ATM offering									20,141,905	9,857,857
Commissions and offering expenses									$ 703,784	499,903
Additional shares of common stock held in escrow (in shares) | shares						7,499,993
Earnout shares period						5 years
Earnout period, threshold trading days | trading_day									20
Threshold One
Derivative [Line Items]
Earnout shares period						5 years
Earnout shares, stock price trigger (in dollars per share) | $ / shares						$ 15.00
Earnout period, threshold trading days | trading_day						20
Earnout period, consecutive threshold trading days | trading_day						30
Percentage of earnout shares released						50.00%
Threshold Two
Derivative [Line Items]
Earnout shares period						5 years
Earnout shares, stock price trigger (in dollars per share) | $ / shares						$ 17.50
Earnout period, threshold trading days | trading_day						20
Earnout period, consecutive threshold trading days | trading_day						30
Percentage of earnout shares released						25.00%
Threshold Three
Derivative [Line Items]
Earnout shares period						5 years
Earnout shares, stock price trigger (in dollars per share) | $ / shares						$ 20.00
Earnout period, threshold trading days | trading_day						20
Earnout period, consecutive threshold trading days | trading_day						30
Percentage of earnout shares released						25.00%
Conversion Of Convertible Secured Debentures to Common Stock
Derivative [Line Items]
Fair value of conversion of convertible secured debentures to common stock											$ 29,741,859
Common Stock | ATW Special Situations I LLC
Derivative [Line Items]
Conversion of stock (in shares) | shares									15,366,634		554,931
Common Stock | SLS Family Irrevocable Trust
Derivative [Line Items]
Conversion of stock (in shares) | shares									2,796,727
At The Market Offering
Derivative [Line Items]
Net proceeds from offering							$ 19,438,121				$ 9,357,954
Shares issued in transaction (in shares) | shares							7,488,822				1,406,424
Proceeds from ATM offering							$ 20,141,905				$ 9,857,857
Commissions and offering expenses							703,784				499,903
Scenario, Plan | At The Market Offering
Derivative [Line Items]
Net proceeds from offering							$ 20,189,798				$ 9,858,269
Pro Forma
Derivative [Line Items]
Additional shares of common stock held in escrow (in shares) | shares						208,333
Common Stock
Derivative [Line Items]
Fair value of conversion of convertible secured debentures to common stock								$ 63		$ 63
Reverse stock split round up (in shares) | shares											133,975
Conversion of stock (in shares) | shares								628,942		628,942
Additional Paid-in Capital
Derivative [Line Items]
Fair value of conversion of convertible secured debentures to common stock								$ 3,485,582		$ 3,485,582
Decrease in additional paid in capital											$ 13
Revision of Prior Period, Adjustment
Derivative [Line Items]
Decrease in common stock in connection with reverse stock split		14,460									$ 14,460
Convertible debt
Derivative [Line Items]
Common stock, par value (in dollars per share) | $ / shares															$ 0.0001
Convertible Secured Debentures | Convertible debt
Derivative [Line Items]
Aggregate principal amount						$ 36,530,320
Senior Secured Term Loan Agreement | Convertible debt | ATW Special Situations I and II LLCs
Derivative [Line Items]
Convertible debt, number of shares (in shares) | shares									1,805,392
Aggregate principal amount									$ 2,551,855
Interest payable									$ 318,718
New Convertible Secured Debentures | Convertible debt | ATW Special Situations I LLC
Derivative [Line Items]
Convertible debt, number of shares (in shares) | shares											4,818,836
Aggregate principal amount		12,869,231									$ 12,869,231
Interest expense											$ 442,140
New Convertible Secured Debentures | Convertible debt | SLS Family Irrevocable Trust
Derivative [Line Items]
Convertible debt, number of shares (in shares) | shares											699,053
Aggregate principal amount		$ 1,836,720									$ 1,836,720
Interest expense											$ 4,785
ATW Special Situations I LLC | Common Stock
Derivative [Line Items]
Conversion of stock (in shares) | shares									14,438		400
ATW Special Situations I LLC | Convertible Secured Debentures | Convertible debt
Derivative [Line Items]
Convertible debt, number of shares (in shares) | shares			27,588
Aggregate principal amount			$ 16,672,369											$ 29,591,600
SLS Family Irrevocable Trust | Common Stock
Derivative [Line Items]
Conversion of stock (in shares) | shares									2,300
SLS Family Irrevocable Trust | Convertible Secured Debentures | Convertible debt
Derivative [Line Items]
Convertible debt, number of shares (in shares) | shares		2,504
Aggregate principal amount		$ 0									$ 0
Material Impact | Convertible Secured Debentures | Convertible debt
Derivative [Line Items]
Convertible debt, number of shares (in shares) | shares		5,342
Aggregate principal amount		$ 5,102,000									$ 5,102,000

XML

Warrants (Details)							1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares	Sep. 18, 2023 $ / shares shares	Aug. 03, 2023 USD ($) $ / shares	Jun. 23, 2023 USD ($) shares	Jun. 22, 2023 $ / shares shares	Sep. 09, 2022 $ / shares shares	Mar. 31, 2024 USD ($)	Jun. 30, 2025 USD ($) $ / shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2025 USD ($) business_day trading_day day $ / shares	Jun. 30, 2024 USD ($) shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 30, 2023 $ / shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants assumed (in shares) | shares						8,624,991
Number of public warrants (in shares) | shares						36
Effective period of registration statement within consummation of business combination						120 days
Minimum written notice required for redemption | day										30
Earnout period, threshold trading days | trading_day										20
Earnout period, threshold trading day period | trading_day										30
Threshold period, number of business days prior to redemption, | business_day										3
Value of warrants on balance sheet | $								$ 11,682		$ 11,682		$ 7,884
Number of private warrants (in shares) | shares						36
Common stock exercise price (in dollars per share) | $ / shares						$ 11.50
Remaining term of warrants								2 years 2 months 8 days		2 years 2 months 8 days		2 years 2 months 8 days
Registration statement, period required before closing										15 days
Aggregate shares of common stock (in shares) | shares					2,922,425
Sale of price per share (in dollars per share) | $ / shares					$ 2.286
Interest expense, net | $								$ 1,209,323	$ 1,165,431	$ 2,323,839	$ 2,640,828
Closing price (in dollars per share) | $ / shares			$ 1.95
Agreed upon price per share (in dollars per share) | $ / shares			$ 2.286
Shares of common stock from exercisable warrants (in shares) | shares					2,922,425
Common stock shares (in shares) | shares				165,713
Warrants issued (in shares) | shares				165,713
Proceeds from warrant exercises | $				$ 338,055
Convertible loan agreement price per share | $ / shares		$ 6.00
Measurement Input, Share Price
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Valuation assumptions for warrants								0.90		0.90		0.90
Measurement Input, Price Volatility
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Valuation assumptions for warrants								1.806		1.806		1.806
Measurement Input, Expected Term
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Valuation assumptions for warrants								2.19		2.19		2.19
Pro Forma
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Common stock shares (in shares) | shares				4,603
Private Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
(Loss) gain on value of warrants | $								$ 1,179	(12,386)	$ (3,798)	155,669
Debenture Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Common stock price (in dollars per share) | $ / shares						20.00
Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effective period of registration statement within consummation of business combination										60 days
Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effective period of registration statement within consummation of business combination										120 days
Public Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Common stock price (in dollars per share) | $ / shares						$ 11.50
Common stock price per share, minimum requirement for redemption of public warrants (in dollars per share) | $ / shares										$ 16.50
Value of warrants on balance sheet | $								31,778		$ 31,778		$ 9,080
(Loss) gain on value of warrants | $								$ (11,465)	(6,900)	$ (22,698)	192,338
Public Warrants | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price per warrant (in dollars per share) | $ / shares										$ 0.01
Public Warrants | Common Stock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of shares of common stock per each public warrant (in shares) | shares						1
Private Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants assumed (in shares) | shares						7,175,000
Private Warrants | Common Stock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants exercisable, share conversion (in shares) | shares						1
Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Share price (in dollars per share) | $ / shares								$ 0.90		$ 0.90		$ 0.90
Risk-free rate										3.71%		3.71%
Implied volatility percentage										180.60%		180.60%
Warrants | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price per warrant (in dollars per share) | $ / shares		$ 6.00
SPA Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Value of warrants on balance sheet | $								$ 96,322		$ 96,322		$ 164,949
(Loss) gain on value of warrants | $								$ 1,499	$ 4,441,987	$ 68,627	$ 12,384,317
Warrants issued (in shares) | shares		552,377				2,922,425
Term of shares						10 years
Aggregate shares of common stock (in shares) | shares					1,890,066
Exercise of stock options (in shares) | shares				165,713
Proceeds from warrant exercises | $							$ 0
Exchange warrants (in dollars per share) | $ / shares								$ 20.00		$ 20.00
SPA Warrants | ATW Special Situations I LLC
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise of warrants (in shares) | shares											22,161,186
SPA Warrants | Pro Forma | ATW Special Situations I LLC
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise of warrants (in shares) | shares											615,589
SPA Warrants | PIPE Securities Purchase Agreement
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Sale of price per share (in dollars per share) | $ / shares	$ 2
Exchange warrants (in dollars per share) | $ / shares	$ 2.00												$ 6.00
Aggregate amount of share authorized to be purchased | $	$ 5,000
SPA Warrants | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrant exercise price (in dollars per share) | $ / shares		$ 20.00			$ 2.04
SPA Warrants | Weighted Average
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price per warrant (in dollars per share) | $ / shares					3.28
SPA Warrants | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price per warrant (in dollars per share) | $ / shares		3.3333								$ 20.00
Warrant exercise price (in dollars per share) | $ / shares		$ 6.00			$ 4.64
SPA Warrants | Common Stock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants exercisable, share conversion (in shares) | shares						1
Warrants issued (in shares) | shares									1,890,066		1,890,066
Interest expense, net | $									$ 4,320,690
Gain on interest expense | $			$ 635,061

XML

Stock-Based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Equity units outstanding (in shares)	378,969		378,969
Stock-based compensation expense	$ 257,334	$ 809,310	$ 570,015	$ 1,339,965

XML

Employee Benefit Plan (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Retirement Benefits [Abstract]
Contributions to the plan, as a percent of employees' gross salaries			3.00%
401(k) cost	$ 61,231	$ 48,261	$ 95,692	$ 103,265

XML

Related Party Transactions (Details)			3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2024 USD ($) shares	Dec. 27, 2024 USD ($) shares	Jun. 30, 2025 USD ($) shares	Jun. 30, 2024 USD ($)	Jun. 30, 2025 USD ($) shares	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) shares	Dec. 11, 2024 USD ($)	Nov. 04, 2024 USD ($)	Jan. 30, 2024 USD ($)	Sep. 18, 2023	Sep. 09, 2022 USD ($)
Related Party Transaction [Line Items]
Fair value of conversion of convertible secured debentures to common stock		$ 110,300,191		$ 3,485,645	$ 0	$ 3,485,645
Common stock, shares issued (in shares) | shares	9,761,895		37,404,948		37,404,948		9,761,895
General and administrative			$ 4,368,187	3,227,288	$ 8,677,873	6,657,298
Accounts payable	$ 5,916,693		5,715,381		5,715,381		$ 5,916,693
Related Party
Related Party Transaction [Line Items]
Fair value of conversion of convertible secured debentures to common stock							29,741,859
Notes payable - long-term, fair value option	2,583,832		3,119,892		3,119,892		2,583,832
General and administrative			319,726	240,000	319,726	240,000
Accounts payable	160,366		45,000		45,000		160,366
Convertible Secured Debentures | Convertible debt
Related Party Transaction [Line Items]
Original issue discount percentage										0.05	0.05
Aggregate principal amount												$ 36,530,320
Convertible Secured Debentures | ATW | Convertible debt
Related Party Transaction [Line Items]
Aggregate principal amount										$ 29,591,600
Convertible Secured Debentures | Material Impact | Convertible debt
Related Party Transaction [Line Items]
Aggregate principal amount	$ 5,102,000						5,102,000
Convertible debt, number of shares (in shares) | shares	5,342
Convertible Secured Debentures | SLS Family Irrevocable Trust | Convertible debt
Related Party Transaction [Line Items]
Aggregate principal amount	$ 0						0
Convertible debt, number of shares (in shares) | shares	2,504
Convertible Secured Debentures | ATW Special Situations I LLC | Convertible debt
Related Party Transaction [Line Items]
Aggregate principal amount		$ 16,672,369								29,591,600
Convertible debt, number of shares (in shares) | shares		27,588
Convertible Secured Debentures | Related Party | Material Impact | Convertible debt
Related Party Transaction [Line Items]
Aggregate principal amount										5,102,000
Convertible Secured Debentures | Related Party | SLS Family Irrevocable Trust | Convertible debt
Related Party Transaction [Line Items]
Aggregate principal amount										$ 1,836,720
New Convertible Secured Debentures | Convertible debt | ATW Special Situations I LLC
Related Party Transaction [Line Items]
Aggregate principal amount	$ 12,869,231						$ 12,869,231
Convertible debt, number of shares (in shares) | shares							4,818,836
New Convertible Secured Debentures | Convertible debt | SLS Family Irrevocable Trust
Related Party Transaction [Line Items]
Aggregate principal amount	1,836,720						$ 1,836,720
Convertible debt, number of shares (in shares) | shares							699,053
November 2024 Debentures | Convertible debt
Related Party Transaction [Line Items]
Original issue discount percentage									0.02
Aggregate principal amount	2,150,000		2,150,000		2,150,000		$ 2,150,000	$ 1,000,000	$ 1,150,000
Additional principal option available									$ 20,000,000
Senior Secured Term Loan Agreement | Convertible debt
Related Party Transaction [Line Items]
Original issue discount percentage										0.05
Senior Secured Term Loan Agreement | Related Party | Material Impact | Convertible debt
Related Party Transaction [Line Items]
Notes payable outstanding	4,224,983		4,309,674		4,309,674		4,224,983
Interest expense			114,762	142,883	277,386	246,841
Senior Secured Term Loan Agreement | Related Party | ATW Special Situations I LLC | Convertible debt
Related Party Transaction [Line Items]
Notes payable outstanding	2,933,362		1,643,933		1,643,933		2,933,362
Interest expense			51,944	88,909	103,317	142,883
Senior Secured Term Loan Agreement | Related Party | ATW Special Situations II LLC | Convertible debt
Related Party Transaction [Line Items]
Notes payable outstanding	5,666,638		4,404,211		4,404,211		5,666,638
Interest expense			139,161	189,501	276,793	333,552
Senior Secured Term Loan Agreement | Related Party | ATW Special Situations III LLC | Convertible debt
Related Party Transaction [Line Items]
Notes payable outstanding	$ 1,112,943		1,155,306		1,155,306		$ 1,112,943
Interest expense			$ 25,794	$ 39,876	$ 75,876	$ 65,709

XML

Loss Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Numerator:
Net income (loss) for basic earnings per share	$ (7,454,176)	$ 4,540,975	$ (15,021,363)	$ (68,297,961)
Adjustments to net income (loss) available to shareholders
Change in fair value of SPA warrant liabilities	0	(4,441,987)	0	0
New convertible debentures interest and change in fair value	0	(7,454,365)	0	0
Convertible secured debentures interest and amortization	0	1,326,657
Adjusted net loss for diluted earnings per share	$ (7,454,176)	$ (6,028,720)	$ (15,021,363)	$ (68,297,961)
Denominator:
Weighted average shares used to compute basic EPS (in shares)	29,007,029	1,950,563	28,231,536	1,667,187
Stock options (in shares)	$ 0	$ 0	$ 0	$ 0
Restricted and performance stock units (in shares)	0	17,786	0	0
SPA Warrants (in shares)	0	144,759	0	0
Convertible debt (in shares)	$ 0	$ 3,251,287
Weighted average shares used to compute diluted EPS (in shares)	29,007,029	5,364,395	28,231,536	1,667,187
Basic loss per share (in dollars per share)	$ (0.26)	$ 2.33	$ (0.53)	$ (40.97)
Diluted loss per share (in dollars per share)	$ (0.26)	$ (1.12)	$ (0.53)	$ (40.97)
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	32,768,470	863,754	32,778,911	4,259,800
Stock options
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	12,104	50,736	14,715	50,736
Restricted and performance stock units
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	126,308	165,796	134,138	165,796
Warrants
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	545,419	438,889	545,419	583,648
Earnout shares
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	208,333	208,333	208,333	208,333
Seatrepid earnout shares
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	6,043,896	0	6,043,896	0
Convertible debt
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	7,982,654	0	7,982,654	3,251,287
Series A Convertible Preferred Stock
Anti-dilutive securities excluded from shares outstanding:
Total anti-dilutive securities excluded from shares outstanding (in shares)	17,849,756	0	17,849,756	0

XML

Fair Value Measurements - Additional Information (Details)	Jun. 30, 2025	Mar. 20, 2025	Dec. 31, 2024
Measurement Input, Share Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out shares measurement input		1.14
Measurement Input, Risk Free Interest Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out shares measurement input		0.0415
Measurement Input, Price Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out shares measurement input		0.999
Measurement Input, Long-Term Revenue Growth Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out shares measurement input		1.014
Measurement Input, Expected Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out shares measurement input		0.78
November 2024 Debentures | Convertible debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt term	1 year 2 months 8 days		1 year 8 months 8 days
November 2024 Debentures | Convertible debt | Measurement Input, Share Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.90		1.55
November 2024 Debentures | Convertible debt | Measurement Input, Risk Free Interest Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.0391		0.0422
November 2024 Debentures | Convertible debt | Measurement Input, Price Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	1.75		1.38

XML

Fair Value Measurements - Schedule of Fair Value Hierarchy (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Dec. 31, 2024	Mar. 20, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
New convertible debentures	$ 3,119,892	$ 2,583,832
Warrant liability	139,782	181,913
Equity, fair value disclosure		110,300,391
Earnout shares		0	$ 6,864,729
Land
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	444,435
Buildings
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	970,904
Machinery and equipment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	4,753,964
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	31,778	9,080
Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	11,682	7,884
SPA Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	96,322	164,949
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
New convertible debentures	0	0
Warrant liability	31,778	9,080
Equity, fair value disclosure		0
Earnout shares		0	0
Level 1 | Land
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	0
Level 1 | Buildings
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	0
Level 1 | Machinery and equipment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	0
Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	31,778	9,080
Level 1 | Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 1 | SPA Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
New convertible debentures	0	0
Warrant liability	0	0
Equity, fair value disclosure		0
Earnout shares		0	0
Level 2 | Land
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	444,435
Level 2 | Buildings
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	970,904
Level 2 | Machinery and equipment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	0
Level 2 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2 | Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2 | SPA Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
New convertible debentures	3,119,892	2,583,832
Warrant liability	108,004	172,833
Equity, fair value disclosure		110,300,391
Earnout shares		0	6,864,729
Level 3 | Land
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	0
Level 3 | Buildings
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	0
Level 3 | Machinery and equipment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value		0	$ 4,753,964
Level 3 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 3 | Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	11,682	7,884
Level 3 | SPA Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 96,322	$ 164,949

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Fair Value Measurements - Schedule of Changes in Fair Value (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of warrant liabilities	$ 8,757	$ (4,422,701)	$ (42,131)	$ (12,732,324)
Level 3 | November 2024 Debentures
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2024			2,583,832
Change in fair value of November 2024 Debentures			536,060
Balance, June 30, 2025	3,119,892		3,119,892
Level 3 | Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2024			172,833
Change in fair value of warrant liabilities			(64,829)
Balance, June 30, 2025	$ 108,004		$ 108,004

XML

Subsequent Events (Details) - USD ($)			1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
	Aug. 08, 2025	Aug. 06, 2025	Aug. 11, 2025	Mar. 31, 2025	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024
Subsequent Event [Line Items]
Proceeds from ATM offering					$ 20,141,905	$ 9,857,857
Commissions and offering expenses					$ 703,784	$ 499,903
At The Market Offering
Subsequent Event [Line Items]
Shares issued in transaction (in shares)				7,488,822			1,406,424
Proceeds from ATM offering				$ 20,141,905			$ 9,857,857
Net proceeds from offering				19,438,121			9,357,954
Commissions and offering expenses				$ 703,784			$ 499,903
Subsequent Event | At The Market Offering
Subsequent Event [Line Items]
Shares issued in transaction (in shares)			2,008,713
Proceeds from ATM offering			$ 2,063,374
Net proceeds from offering			1,941,956
Commissions and offering expenses			$ 121,418
Subsequent Event | Securities Purchase Agreement
Subsequent Event [Line Items]
Shares issued in transaction (in shares)	3,000
Private placement securities, value		$ 2,940,000