ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Spiro Elliot

(Last)

(First)

(Middle)

17146 FEATHERCRAFT LANE

SUITE 450

(Street)

WEBSTER

77598

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nauticus Robotics, Inc. [ KITT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/07/2023		M4	801	A	$0⁽¹⁾	2,139⁽²⁾	D
Common Stock	05/28/2024		M4	1,338	A	$0⁽¹⁾	2,139⁽²⁾	D
Common Stock	06/07/2023		J4⁽³⁾	4,642	A	$0	4,642	I	By Dumby I. L.P.⁽⁴⁾
Common Stock	06/07/2023		J4⁽⁵⁾	72,084	D	⁽⁵⁾	0	I	By CleanTech Sponsor I LLC⁽⁶⁾

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	10/07/2023		4M		801	⁽⁷⁾	⁽⁷⁾	Common Stock	801	$0	25,286⁽²⁾	D
Restricted Stock Units	⁽¹⁾	05/28/2024		4M		1,338	⁽⁸⁾	⁽⁸⁾	Common Stock	1,338	$0	25,286⁽²⁾	D
Private Warrant	$11.5⁽⁹⁾	06/07/2023		4A	200,000		09/09/2022	09/09/2027	Common Stock	5,556	⁽¹⁰⁾	200,000	I	By Dumby I L.P.⁽¹¹⁾
Private Warrant	$11.5⁽⁹⁾	06/07/2023		4J⁽⁵⁾		4,783,333	09/09/2022	07/14/2026	Common Stock	132,871	⁽⁵⁾	0	I	By CleanTech Sponsor I LLC⁽⁶⁾

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

2. Reflects holdings as of the date of this Form.

3. On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsors transferred 4,642 shares to Dumby I, L.P.

4. The reporting person indirectly owns 4,642 shares held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

5. On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.

6. Securities held by CleanTech Sponsor I, LLC, of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

7. RSUs issued on October 7, 2022 and vested on October 7, 2023.

8. RSUs granted on November 7, 2023 and vested on May 28, 2024.

9. For every 36 Private Warrants, the registered holder is entitled to purchase one share of Common Stock at a price of $11.50 per full share, subject to adjustment.

10. On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsor's transferred 200,000 private warrants to Dumby I, LLP.

11. The reporting person indirectly owns 200,000 warrants held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

Remarks:

All holdings of common shares reflect balances after the 1 for 36 reverse stock split on July 18, 2024.

	/s/ John Symington, Attorney in Fact	02/14/2025
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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