---
schema_version: "secwatch.filing_event.v1"
accession: "0001849820-26-000007"
form_type: "8-K"
ticker: "KITT"
cik: "0001849820"
company_name: "Nauticus Robotics, Inc."
filed_at: "2026-02-09T23:59:59+00:00"
generated_at: "2026-05-16T03:56:18.221892+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Nauticus Robotics announces up to $50M strategic investment from Master Investment Group for UAE hub

## Summary
- Up to $50M strategic investment from Master Investment Group to establish UAE manufacturing and offshore robotics hub.
- Initial $3M tranche for UAE startup; additional capital subject to milestones and approvals.
- Also issued $2M convertible debenture due Sept 2026 at conversion price $0.5942.
- Series D preferred stock carries 10% dividend, conversion price lower of $0.89 or VWAP, redeemable at 110%.
- Lock-up period of 2 years on conversion shares; exercise cap at 19.99% of pre-deal shares.

## SEC filing metadata
- accession: 0001849820-26-000007
- form_type: 8-K
- ticker: KITT
- cik: 0001849820
- company_name: Nauticus Robotics, Inc.
- filed_at: 2026-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1849820/000184982026000007/0001849820-26-000007-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1849820/000184982026000007/kitt-20260206.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001849820-26-000007
- JSON: https://secwatch.observer/filing/0001849820-26-000007.json
- Plain text: https://secwatch.observer/filing/0001849820-26-000007.txt

## Source-grounded claims
- claim_id: 700befdaded726b8c7d44c5b63ffd899fa1ebfe9
  claim: Nauticus Robotics, Inc. incurred convertible notes of aggregate principal amount of $2,000,000.00 with an institutional investor maturing September 9, 2026.
  evidence_excerpt: On February 9, 2026, the Company issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026, in the aggregate principal amount of $2,000,000.00 (the “Additional Note”), to an institutional investor ("Investor"), which is convertible into 3,365,871 shares of common stock of the Company calculated at a conversion price of $0.5942.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1849820/000184982026000007/0001849820-26-000007-index.htm
- claim_id: b88de8a915f80cc546e9cafb9d92cd9ef00054e3
  claim: Nauticus Robotics, Inc.: Incorporated by reference to Certificate of Designation; no substantive description of amendment provided.
  evidence_excerpt: Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 related to the Certificate of Designation and Exhibit 3.1 are incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1849820/000184982026000007/0001849820-26-000007-index.htm
- claim_id: e46ff3ac010556c8fd202cf681e471491dec7e88
  claim: Nauticus Robotics, Inc. entered into Securities Purchase Agreement with Master Investment Group valued at up to $3,000,000 (effective 2026-02-06).
  evidence_excerpt: On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1849820/000184982026000007/0001849820-26-000007-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.