Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Term Loan Agreement

On December 31, 2023, Nauticus Robotics, Inc., a Delaware corporation (the "Company"), entered into a First Amendment to Senior Secured Term Loan Agreement, dated as of December 31, 2023 (the "First Amendment"), by and among the Company, the subsidiary guarantors (as defined in the First Amendment) and ATW Special Situations II LLC ("ATW II"), a Delaware limited liability company, which amended that certain Senior Secured Term Loan agreement dated as of September 18, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Term Loan Agreement") with ATW II, as collateral agent (as replaced by Acquiom Agency Services LLC, in such capacity, the "Collateral Agent") and lender, and Transocean Finance Limited ("Transocean Finance"), ATW Special Situations I LLC ("ATW I"), Material Impact Fund II, L.P. ("MIF"), and RCB Equities #1, LLC ("RCB"), as lenders (collectively, the "Initial Lenders").

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Term Loan Agreement.

The First Amendment provided the Company with an incremental loan in the aggregate principal amount of $695,000 (the "December 2023 Incremental Loan"), subject to the terms and conditions set forth in the Term Loan Agreement and the First Amendment. The December 2023 Incremental Loan would be made on the same terms as the Additional Term Loans funded on the Closing Date and be deemed to be Additional Term Loans for all purposes under the Term Loan Agreement.

Common Stock PIPE Securities Purchase Agreement

On December 31, 2023, the Company and ATW Special Situations I LLC, as the purchaser, entered into a Securities Purchase Agreement (the "PIPE SPA"), pursuant to which the purchaser agreed to purchase up to an aggregate of $5,000 of the shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), at a $2 per share purchase price. The sale of these shares of Common Stock was subject to the terms and conditions set forth in the PIPE SPA and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder as a transaction by an issuer not involving a public offering. As a result of the sale of shares under the PIPE SPA, the conversion prices under the warrants and debentures issued pursuant to the Securities Purchase Agreement (as defined below) were reset to $2 pursuant to their terms, removing future dilutive effects pursuant to the "ratchet" provisions of such warrants and debentures.

Second Lien Restructuring Agreement

In connection with the entry into, and as a condition precedent to the closing of the December 2023 Incremental Loan under the First Amendment, on December 31, 2023, the Company, Nauticus Robotics Holdings, Inc., a Texas corporation ("Nauticus Sub"), other debtor parties joined to the Pledge and Security Agreement from time to time, and the Investors in its capacity as a holder of the Investor Warrant issued pursuant to the Securities Purchase Agreement (as defined below), entered into the Nauticus Second Lien Restructuring Agreement (the "Second Lien Restructuring Agreement"), pursuant to which certain amendments and waivers were made to the Securities Purchase Agreement and the Investor Warrant. The Securities Purchase Agreement means that certain Securities Purchase Agreement, dated as of December 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "Securities Purchase Agreement"), by and among the Company, Nauticus Sub, the Investor and certain other investors.

Among other things, the Second Lien Restructuring Agreement provided for, effective immediately following the time of the Company entered into the PIPE SPA: (1) a voluntary adjustment of the Investor Warrant exercise price to $0.0001 for the remaining term of the Investor Warrant, as permitted under the Investor Warrant, and (2) the Investor's waiver of Section 3(b), in part, of Investor Warrant such that the aggregate underlying shares of the Company's Common Stock issuable upon exercise of the Investor Warrant (after giving effect to the exercise price adjustment above) would be 1,500,000 shares less in the aggregate of the underlying shares that would have otherwise been triggered by the transactions contemplated by the PIPE SPA.

The foregoing descriptions of the terms of the First Amendment, the PIPE SPA, and the Second Lien Restructuring Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the First Amendment, the PIPE SPA, and the Second Lien Restructuring Agreement, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K (this "Current Report") and are incorporated herein by reference.

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