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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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NAUTICUS ROBOTICS, INC. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
63911H306 (CUSIP Number) |
Sandro Thoma Turmstrasse 30, Steinhausen, V8, CH-6312 41 41 749-0500 Chelsea Hassell Chevron House, 11 Church Street, First Floor (North) Hamilton, D0, HM11 1 441 543-9870 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 63911H306 |
| 1 |
Name of reporting person
Transocean Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,421.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The amount reported in Row (8), Row (10) and Row (11) is the number of shares of common stock ("shares") of Nauticus Robotics, Inc. (the "Issuer") that the reporting person has a right to acquire on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (the "Earnout Shares").
(2) The percentage reported in Row (13) is based on 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i).
SCHEDULE 13D
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| CUSIP No. | 63911H306 |
| 1 |
Name of reporting person
Transocean International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,421.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The amount reported in Row (8), Row (10) and Row (11) is the number of Earnout Shares.
(2) The percentage reported in Row (13) is based on 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
NAUTICUS ROBOTICS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
17146 FEATHERCRAFT LANE, SUITE 450, WEBSTER,
TEXAS
, 77598. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment") amends the statement on Schedule 13D originally filed with the SEC on September 19, 2022, as previously amended (the "Prior 13D"), with respect to the shares of the Issuer. Unless set forth in this Amendment, all Items are unchanged from the Prior 13D. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Prior 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is deleted in its entirety and replaced with the following:
The shares reported herein as being beneficially owned by the Reporting Persons are the Earnout Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is deleted in its entirety and replaced with the following:
As of the date hereof, Transocean International Limited beneficially owns 6,421 shares of the Issuer, constituting approximately 0.047% of the 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of the Issuer that Transocean International Limited holds directly or has a right to acquire.
The percentage beneficially owned reported herein is based on 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). | |
| (b) | Transocean Ltd. and Transocean International Limited have shared voting and dispositive power over the shares of the Issuer beneficially owned by Transocean International Limited. | |
| (c) | Except as described herein, the Reporting Persons have not effected any reportable transactions in the shares of the Issuer within the last 60 days: (1) on November 28, 2025, Transocean International Limited sold 28,185 shares of the Issuer in the open market at a price of $0.90 per share of the Issuer; (2) on December 1, 2025, Transocean International Limited sold 61,351 shares of the Issuer in the open market at a price of $0.81 per share of the Issuer; (3) on December 2, 2025, Transocean International Limited sold 32,839 shares of the Issuer in the open market at a price of $0.74 per share of the Issuer; and (4) on December 3, 2025, Transocean International Limited sold 2,021,920 shares of the Issuer in the open market at a price of $1.02 per share of the Issuer (collectively, the "Sale Transactions"). | |
| (d) | Except as set forth herein, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of the Issuer owned by the Reporting Persons. | |
| (e) | As a result of the Sale Transactions, on December 3, 2025, each of the Reporting Persons ceased to be a benefical owner of more than 5% of the outstanding shares of the Issuer based on the 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is supplemented to incorporate herein by reference that certain Limited Power of Attorney for SEC Reporting Purposes, dated effective as of January 7, 2025, filed as Exhibit 99.1 to the Prior 13D. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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