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X0202 SCHEDULE 13D/A 0001804648 XXXXXXXX LIVE 6 Common Stock, $0.0001 par value per share 04/15/2026 false 0001849820 63911H306 NAUTICUS ROBOTICS, INC. 17146 Feathercraft Lane Suite 450 Webster TX 77598 Shawna Sharkey 978-245-2248 c/o Material Impact 131 Dartmouth Street, Floor 3 Boston MA 02116 0002051773 N Material Impact Partners II, LLC b AF N DE 0 11719649 0 11719649 11719649 N 25.2 OO Consists of (i) 7,760 shares of Common Stock held of record by MIF II (as defined in Item 2(a) of the Original Schedule 13D), (ii) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants (as defined in the Original Schedule 13D), (iii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans (as defined in the Original Schedule 13D) as of April 17, 2026, (iv) 1,342 shares of Common Stock issuable upon conversion of the September 2023 Term Loans (as defined in the Original Schedule 13D) as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price (as defined in the Original Schedule 13D)), (v) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (as defined in the Original Schedule 13D) (assuming a conversion at the conversion price of $0.5942 (the "Conversion Price")), and (vi) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. See Item 5(a) below for additional information regarding conversion of the September 2023 Term Loans and Series A Preferred Stock. Excludes 1,541 Earn-Out Shares (as defined in the Original Schedule 13D) to be released upon the occurrence of a Triggering Event (as defined in the Original Schedule 13D). MIP II (as defined in Item 3 of the Original Schedule 13D) is the sole general partner of MIF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Percentage based on 34,877,145 shares of Common Stock outstanding as of April 14, 2026, as reported by the Issuer in its Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission (the Commission) on April 15, 2026 (the Form 10-K), plus (i) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (ii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iii) 1,342 shares issuable upon the conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (iv) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (v) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. 0001804648 N Material Impact Fund II, L.P. b WC N DE 0 11719649 0 11719649 11719649 N 25.2 PN Consists of (i) 7,760 shares of Common Stock held of record by MIF II, (ii) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (iii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iv) 1,342 shares of Common Stock issuable upon conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (v) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (vi) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. See Item 5(a) below for additional information regarding conversion of the September 2023 Term Loans and Series A Preferred Stock. Excludes 1,541 Earn-Out Shares to be released upon the occurrence of a Triggering Event. MIP II is the sole general partner of MIF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Percentage based on 34,877,145 shares of Common Stock outstanding as of April 14, 2026, as reported by the Issuer in the Form 10-K, plus (i) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (ii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iii) 1,342 shares issuable upon the conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (iv) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (v) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. 0001945167 N Adam Sharkawy b AF N X1 3048 11719649 3048 11719649 11722697 N 25.2 IN Shares of Common Stock reported in Items 7 and 9 are held by Adam Sharkawy individually. Shares reported in Items 8 and 10 consist of (i) 7,760 shares of Common Stock held of record by MIF II, (ii) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (iii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iv) 1,342 shares of Common Stock issuable upon conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (v) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (vi) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. See Item 5(a) below for additional information regarding conversion of the September 2023 Term Loans and Series A Preferred Stock. Excludes 1,541 Earn-Out Shares to be released upon the occurrence of a Triggering Event. MIP II is the sole general partner of MIF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Percentage based on 34,877,145 shares of Common Stock outstanding as of April 14, 2026, as reported by the Issuer in the Form 10-K, plus (i) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (ii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iii) 1,342 shares issuable upon the conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (iv) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (v) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. 0001810913 N Carmichael Roberts b AF N X1 0 11719649 0 11719649 11719649 N 25.2 IN Consists of (i) 7,760 shares of Common Stock held of record by MIF II, (ii) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (iii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iv) 1,342 shares of Common Stock issuable upon conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (v) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (vi) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. See Item 5(a) below for additional information regarding conversion of the September 2023 Term Loans and Series A Preferred Stock. Excludes 1,541 Earn-Out Shares to be released upon the occurrence of a Triggering Event. MIP II is the sole general partner of MIF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Adam Sharkawy, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting, investment and dispositive power with respect to these securities. Percentage based on 34,877,145 shares of Common Stock outstanding as of April 14, 2026, as reported by the Issuer in the Form 10-K, plus (i) 11,800 shares of Common Stock issuable upon exercise of the Private Warrants, (ii) 192,019 shares of Common Stock issuable upon conversion of the January 2024 Term Loans as of April 17, 2026, (iii) 1,342 shares issuable upon the conversion of the September 2023 Term Loans as of April 17, 2026 (assuming conversion at the September 2023 Term Loan Conversion Price), (iv) 11,479,623 shares of Common Stock underlying the Series A Preferred Stock (assuming a conversion at the Conversion Price), and (v) 27,105 shares of Common Stock underlying the dividends accrued for the Series A Preferred Stock. Common Stock, $0.0001 par value per share NAUTICUS ROBOTICS, INC. 17146 Feathercraft Lane Suite 450 Webster TX 77598 Explanatory Note: This Amendment No. 6 (the Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on September 19, 2022, as amended by Amendment No. 1 filed with the Commission on February 8, 2023, by Amendment No. 2 filed with the Commission on February 25, 2025, by Amendment No. 3 filed with the Commission on April 17, 2025, by Amendment No. 4 filed with the Commission on October 28, 2025 and by Amendment No. 5 filed with the Commission on December 16, 2025 (collectively, the Original Schedule 13D). This Amendment is being filed to reflect a material change in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D solely due to an increase in the shares of Common Stock outstanding. The Reporting Persons have not purchased or sold any shares of Common Stock since the filing of Amendment No. 5. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. See Items 7-11 of the cover pages of this Statement and Item 2 above. See Items 7-11 of the cover pages of this Statement and Item 2 above. Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. Under certain circumstances set forth in the limited partnership agreement of MIF II, the general partner and limited partners of MIF II may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by MIF II. Not applicable The information set forth in Item 3 of this Statement is incorporated herein by reference. Material Impact Partners II, LLC /s/ Carmichael Roberts Carmichael Roberts, Managing Member of Material Impact Partners II, LLC, its General Partner 04/17/2026 Material Impact Fund II, L.P. /s/ Carmichael Roberts Carmichael Roberts, Managing Member of Material Impact Partners II, LLC, its General Partner 04/17/2026 Adam Sharkawy /s/ Adam Sharkawy Adam Sharkawy 04/17/2026 Carmichael Roberts /s/ Carmichael Roberts Carmichael Roberts 04/17/2026