UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
| (a) |
On August 10, 2023, Nauticus Robotics, Inc. (the “Company”) filed an amendment on Form 10-Q/A (the “Q1 2023 Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on May 15, 2023 (the “Affected Q1 2023 Financial Statements”). As described therein, the Q1 2023 Amendment, among other things, corrected an error associated with the untimely recognition of an accrued liability and expense arising out of a complex agreement among the Company and certain of its investors. Pursuant to generally accepted accounting principles in the United States (“GAAP”), the Company determined that the subject amounts should have been recorded as an accrued liability and interest expense under other (income) expense when such amounts became probable and estimable. In light of the foregoing, in consultation with the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) and Whitley Penn LLP (“Whitley Penn”), the Company’s independent registered public accounting firm, the Company made the determination to restate the Affected Q1 2023 Financial Statements, as reflected in the Q1 2023 Amendment. Further, in consideration of such error and as previously disclosed by the Company in its filings with the SEC, the Company’s management and the Audit Committee concluded on August 10, 2023 that the Affected Q1 2023 Financial Statements should no longer be relied upon. The accounting changes made in connection with the restatement of the Affected Q1 2023 Financial Statements had no impact on the Company’s liquidity, cash flows, revenues, or costs of operations for the affected quarterly period.
On March 8, 2023, the Company filed an amendment on Form 10-Q/A (the “Q3 2022 Amendment”) to its Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the SEC on November 14, 2022 (the “Affected Q3 2022 Financial Statements”). As described therein, the Q3 2022 Amendment, among other things, corrected errors related to the classification of certain warrants of the Company that were previously recorded as equity. Pursuant to GAAP, such warrants should have been classified as derivative warrant liabilities at fair value and marked to market at each reporting period, with changes in fair value recorded in earnings. In light of the foregoing, in consultation with the Audit Committee and Whitley Penn, the Company made the determination to restate the Affected Q3 2022 Financial Statements, as reflected in the Q3 2022 Amendment. Further, in consideration of such errors and as previously disclosed by the Company in its filings with the SEC, the Company’s management and the Audit Committee concluded on March 8, 2023 that the Affected Q3 2022 Financial Statements should no longer be relied upon. The accounting changes made in connection with the restatement of the Affected Q3 2022 Financial Statements had no impact on the Company’s liquidity, cash flows, revenues, or costs of operations for the affected quarterly period.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Nauticus Robotics, Inc. | ||
| By: | /s/ Nicolaus Radford | |
| Nicolaus Radford | ||
| Chief Executive Officer | ||
| Date: August 16, 2023 | ||
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