|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Nauticus Robotics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
07/31/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SZOP Opportunities I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
759,175.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SZOP Opportunities Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
759,175.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| 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:
SZOP Opportunities I LLC*
SZOP Opportunities Management LLC* | |
| (b) | Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119 | |
| (c) | Citizenship:
SZOP Opportunities I LLC - Delaware
SZOP Opportunities Management LLC - Delaware | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
| |
| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
SZOP Opportunities I LLC - 759,175*
SZOP Opportunities Management LLC - 759,175*
*The shares of common stock (the "Shares") of Nauticus Robotics, Inc. (the "Issuer") reported herein represents the approximate number of Shares that may be issued and sold to SZOP Opportunities I LLC ("SZOP Opportunities") pursuant to that certain Equity Purchase Facility Agreement (the "Purchase Agreement") between SZOP Opportunities and the Issuer, dated as of October 26, 2025. SZOP Opportunities is wholly owned by SZOP Opportunities Management LLC (the "Manager," and collectively with SZOP Opportunities, the "Reporting Persons"). The Manager is managed by a board of managers comprised of three persons which requires that voting and disposition decisions with respect to the Shares be approved by a majority of the managers. By virtue of their relationship, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares that SZOP Opportunities may be required to purchase pursuant to the Purchase Agreement.
Under the Purchase Agreement, at the Issuer's sole discretion, SZOP Opportunities may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Purchase Agreement prohibits SZOP Opportunities from purchasing any Shares, which, when aggregated with all other Shares then beneficially owned by SZOP Opportunities and its affiliates, would result in the beneficial ownership by SZOP Opportunities and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation"). For the sake of clarity, affiliates of the Reporting Persons are also subject to contractual limitations that prohibit them from acquiring beneficial ownership of any Shares to the extent that such affiliate, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding.
As such, the percent of class reported herein is giving effect to the Ownership Limitation and is based upon 6,840,174 Shares outstanding as of June 16, 2026, as reported in the Issuer's Form S-1/A filed on June 22, 2026, plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
The Reporting Persons are electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein. | |
| (b) | Percent of class:
SZOP Opportunities I LLC - 9.9%
SZOP Opportunities Management LLC - 9.9% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
SZOP Opportunities I LLC - 0
SZOP Opportunities Management LLC - 0 | ||
| (ii) Shared power to vote or to direct the vote:
SZOP Opportunities I LLC - 759,175*
SZOP Opportunities Management LLC - 759,175* | ||
| (iii) Sole power to dispose or to direct the disposition of:
SZOP Opportunities I LLC - 0
SZOP Opportunities Management LLC - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
SZOP Opportunities I LLC - 759,175*
SZOP Opportunities Management LLC - 759,175* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| 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. |
| 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.
|
|
|
|
|
Exhibit Information
|
Exhibit I - JOINT FILING STATEMENT |