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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Nauticus Robotics, Inc. (Name of Issuer) | |
COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) | |
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06/01/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 63911H405 |
| 1 | Names of Reporting Persons
RCB EQUITIES 1, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
782,829.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP Number(s): | 63911H405 |
| 1 | Names of Reporting Persons
BRIAN ISAAC DROR | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
782,829.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nauticus Robotics, Inc. | |
| (b) | Address of issuer's principal executive offices:
17146 FEATHERCRAFT LANE, SUITE 450, WEBSTER, TEXAS, 77598 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) RCB Equities #1, LLC; (2) Brian Dror. This Schedule 13G is filed jointly by RCB Equities #1, LLC and Brian Dror. | |
| (b) | Address or principal business office or, if none, residence:
5862 W. 3rd Street, Los Angeles, CA 90036 (for both reporting persons) | |
| (c) | Citizenship:
RCB Equities #1, LLC - California (Limited Liability Company); Brian Dror - United States (Individual) | |
| (d) | Title of class of securities:
COMMON STOCK, $0.0001 PAR VALUE | |
| (e) | CUSIP Number(s):
63911H405 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
782,829 shares of Common Stock. In addition, RCB Equities #1, LLC holds 4,800 shares of Series C Convertible Preferred Stock (acquired June 26, 2026), convertible into approximately 631,579 shares of Common Stock at $7.60 per share, subject to stockholder approval. Because such conversion is subject to stockholder approval and is not exercisable within 60 days as of the date of this filing, these shares are not included in the aggregate beneficial ownership count pursuant to Rule 13d-3(d)(1). | |
| (b) | Percent of class:
Approximately 11.4%, based on 6,880,706 shares of Common Stock outstanding as of June 26, 2026 (per the Exchange Agreement between RCB Equities #1, LLC and Nauticus Robotics, Inc. dated June 26, 2026). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
RCB Equities #1, LLC - 782,829 shares; Brian Dror - 0 shares | ||
| (ii) Shared power to vote or to direct the vote:
RCB Equities #1, LLC - 0 shares; Brian Dror - 782,829 shares (indirect, through RCB Equities #1, LLC) | ||
| (iii) Sole power to dispose or to direct the disposition of:
RCB Equities #1, LLC - 782,829 shares; Brian Dror - 0 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
RCB Equities #1, LLC - 0 shares; Brian Dror - 782,829 shares (indirect, through RCB Equities #1, LLC) | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Schedule 13G is filed jointly by RCB Equities #1, LLC and Brian Dror. Brian Dror is the Manager of RCB Equities #1, LLC and may be deemed to indirectly beneficially own all securities directly held by RCB Equities #1, LLC. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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