Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Nauticus Robotics, Inc. |
Trading Symbol | KITT |
Document Type | 8-K |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001849820 |
Document Period End Date | Jun. 30, 2022 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-40611 |
Entity Tax Identification Number | 85-1699753 |
Entity Address, Address Line One | 17146 Feathercraft Lane |
Entity Address, Address Line Two | Suite 450 |
Entity Address, City or Town | Webster |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77598 |
City Area Code | (281) |
Local Phone Number | 942-9069 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 7,962,254 | $ 20,952,867 |
Restricted certificate of deposit | 251,236 | 251,236 |
Accounts receivable, net | 1,605,152 | 794,136 |
Inventories | 2,380,429 | |
Contract assets | 953,960 | 893,375 |
Other current assets | 1,437,561 | 277,444 |
Total Current Assets | 14,590,592 | 23,169,058 |
Property and equipment, net | 6,238,247 | 1,437,311 |
Right-of-use asset – operating lease | 425,551 | 513,763 |
Other assets | 247,209 | 47,240 |
Total Assets | 21,501,599 | 25,167,372 |
Current Liabilities | ||
Accounts payable | 3,715,184 | 1,400,514 |
Accrued payroll | 463,279 | 411,008 |
Accrued interest | 1,263,490 | 703,544 |
Other accrued liabilities | 151,551 | 90,000 |
Contract liabilities | 373,791 | |
Operating lease liabilities – current | 396,012 | 353,598 |
Notes payable – current | 25,058,179 | 10,250,000 |
Notes payable, related parties – current | 3,000,000 | 3,000,000 |
Total Current Liabilities | 34,047,695 | 16,582,455 |
Operating lease liabilities – long-term | 269,412 | 467,208 |
Notes payable – long-term | 14,708,333 | |
Other liabilities | 268,093 | 20,833 |
Total Liabilities | 34,585,200 | 31,778,829 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Series A preferred stock, $0.01 par value; 334,800 shares authorized, issued, and outstanding | 3,348 | 3,348 |
Series B preferred stock, $0.01 par value; 725,426 shares authorized, issued, and outstanding | 7,254 | 7,254 |
Common stock, $0.01 par value; 10,000,000 shares authorized, 952,200 and 952,200 shares issued, respectively, and 680,600 and 680,600 shares outstanding, respectively | 9,522 | 9,522 |
Treasury stock, at cost; 271,600 shares | (944,927) | (944,927) |
Additional paid-in capital | 34,546,691 | 34,157,877 |
Accumulated deficit | (46,705,489) | (39,844,531) |
Total Stockholders’ Equity (Deficit) | (13,083,601) | (6,611,457) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 21,501,599 | $ 25,167,372 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 952,200 | 952,200 |
Common stock, shares outstanding | 680,600 | 680,600 |
Treasury stock, at cost | 271,600 | 271,600 |
Series A preferred stock | ||
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 334,800 | 334,800 |
Preferred stock, shares issued | 334,800 | 334,800 |
Preferred stock, shares outstanding | 334,800 | 334,800 |
Series B preferred stock | ||
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 725,426 | 725,426 |
Preferred stock, shares issued | 725,426 | 725,426 |
Preferred stock, shares outstanding | 725,426 | 725,426 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Service | $ 2,796,159 | $ 793,213 | $ 5,032,124 | $ 954,691 |
Service – related party | 193,400 | 176,113 | 193,400 | 317,378 |
Total revenue | 2,989,559 | 969,326 | 5,225,524 | 1,272,069 |
Costs and Expenses | ||||
Cost of revenue (exclusive of items shown separately below) | 2,540,062 | 1,463,369 | 4,439,223 | 2,162,257 |
Depreciation and amortization | 117,086 | 86,785 | 228,405 | 174,501 |
Research and development | 583,870 | 466,824 | 1,851,282 | 1,669,542 |
General and administrative | 2,271,138 | 637,169 | 3,917,179 | 1,296,875 |
Total costs and expenses | 5,512,156 | 2,654,147 | 10,436,089 | 5,303,175 |
Operating loss | (2,522,597) | (1,684,821) | (5,210,565) | (4,031,106) |
Other expense (income) | ||||
Other income, net | (19,301) | (686,735) | (5,241) | (1,574,888) |
Interest expense, net | 853,660 | 76,825 | 1,655,634 | 138,375 |
Total other (income) expense, net | 834,359 | (609,910) | 1,650,393 | (1,436,513) |
Net loss | $ (3,356,956) | $ (1,074,911) | $ (6,860,958) | $ (2,594,593) |
Earnings (loss) per common share | ||||
Basic (in Dollars per share) | $ (4.93) | $ (1.58) | $ (10.08) | $ (3.82) |
Diluted (in Dollars per share) | $ (4.93) | $ (1.58) | $ (10.08) | $ (3.82) |
Basic weighted average shares outstanding (in Shares) | 680,600 | 678,400 | 680,600 | 678,400 |
Diluted weighted average shares outstanding (in Shares) | 680,600 | 678,400 | 680,600 | 678,400 |
Condensed Statements of Changes
Condensed Statements of Changes of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 3,348 | $ 7,254 | $ 9,500 | $ (944,927) | $ 24,213,006 | $ (24,716,902) | $ (1,428,721) |
Balance (in Shares) at Dec. 31, 2020 | 334,800 | 725,426 | 950,000 | ||||
Stock-based compensation | 107,794 | 107,794 | |||||
Net loss | (1,519,682) | (1,519,682) | |||||
Balance at Mar. 31, 2021 | $ 3,348 | $ 7,254 | $ 9,500 | (944,927) | 24,320,800 | (26,236,584) | (2,840,609) |
Balance (in Shares) at Mar. 31, 2021 | 334,800 | 725,426 | 950,000 | ||||
Balance at Dec. 31, 2020 | $ 3,348 | $ 7,254 | $ 9,500 | (944,927) | 24,213,006 | (24,716,902) | (1,428,721) |
Balance (in Shares) at Dec. 31, 2020 | 334,800 | 725,426 | 950,000 | ||||
Net loss | (2,594,593) | ||||||
Balance at Jun. 30, 2021 | $ 3,348 | $ 7,254 | $ 9,500 | (944,927) | 24,421,370 | (27,311,495) | (3,814,950) |
Balance (in Shares) at Jun. 30, 2021 | 334,800 | 725,426 | 950,000 | ||||
Balance at Mar. 31, 2021 | $ 3,348 | $ 7,254 | $ 9,500 | (944,927) | 24,320,800 | (26,236,584) | (2,840,609) |
Balance (in Shares) at Mar. 31, 2021 | 334,800 | 725,426 | 950,000 | ||||
Stock-based compensation | 100,570 | 100,570 | |||||
Net loss | (1,074,911) | (1,074,911) | |||||
Balance at Jun. 30, 2021 | $ 3,348 | $ 7,254 | $ 9,500 | (944,927) | 24,421,370 | (27,311,495) | (3,814,950) |
Balance (in Shares) at Jun. 30, 2021 | 334,800 | 725,426 | 950,000 | ||||
Balance at Dec. 31, 2021 | $ 3,348 | $ 7,254 | $ 9,522 | (944,927) | 34,157,877 | (39,844,531) | (6,611,457) |
Balance (in Shares) at Dec. 31, 2021 | 334,800 | 725,426 | 952,200 | ||||
Stock-based compensation | 200,157 | 200,157 | |||||
Net loss | (3,504,002) | (3,504,002) | |||||
Balance at Mar. 31, 2022 | $ 3,348 | $ 7,254 | $ 9,522 | (944,927) | 34,358,034 | (43,348,533) | (9,915,302) |
Balance (in Shares) at Mar. 31, 2022 | 334,800 | 725,426 | 952,200 | ||||
Balance at Dec. 31, 2021 | $ 3,348 | $ 7,254 | $ 9,522 | (944,927) | 34,157,877 | (39,844,531) | (6,611,457) |
Balance (in Shares) at Dec. 31, 2021 | 334,800 | 725,426 | 952,200 | ||||
Net loss | (6,860,958) | ||||||
Balance at Jun. 30, 2022 | $ 3,348 | $ 7,254 | $ 9,522 | (944,927) | 34,546,691 | (46,705,489) | (13,083,601) |
Balance (in Shares) at Jun. 30, 2022 | 334,800 | 725,426 | 952,200 | ||||
Balance at Mar. 31, 2022 | $ 3,348 | $ 7,254 | $ 9,522 | (944,927) | 34,358,034 | (43,348,533) | (9,915,302) |
Balance (in Shares) at Mar. 31, 2022 | 334,800 | 725,426 | 952,200 | ||||
Stock-based compensation | 188,657 | 188,657 | |||||
Net loss | (3,356,956) | (3,356,956) | |||||
Balance at Jun. 30, 2022 | $ 3,348 | $ 7,254 | $ 9,522 | $ (944,927) | $ 34,546,691 | $ (46,705,489) | $ (13,083,601) |
Balance (in Shares) at Jun. 30, 2022 | 334,800 | 725,426 | 952,200 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (6,860,958) | $ (2,594,593) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 228,405 | 174,501 |
Stock-based compensation | 388,814 | 208,364 |
Amortization of debt discount | 347,106 | |
Noncash impact of lease accounting | 88,212 | 79,961 |
Other income – PPP Loan | (1,578,500) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (811,016) | 54,908 |
Inventories | (2,380,429) | |
Contract assets | (60,585) | (226,414) |
Other assets | (1,360,086) | 180,346 |
Accounts payable and accrued liabilities | 1,039,296 | 315,312 |
Contract liabilities | (373,791) | (285,156) |
Operating lease liabilites | (155,382) | (140,786) |
Net cash from operating activities | (9,910,414) | (3,812,057) |
Cash Flows From Investing Activities | ||
Additions to property and equipment | (3,080,199) | (3,008) |
Net cash from investing activities | (3,080,199) | (3,008) |
Cash Flows From Financing Activities | ||
Proceeds from PPP Loan | 1,578,500 | |
Proceeds from notes payable | 5,000,000 | |
Payments of note payable | (239,244) | |
Net cash from financing activities | 6,339,256 | |
Net change in cash and cash equivalents | (12,990,613) | 2,524,191 |
Cash and cash equivalents, beginning of period | 20,952,867 | 3,298,180 |
Cash and cash equivalents, end of period | 7,962,254 | 5,822,371 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 761,189 | 49,133 |
Cash paid for taxes | ||
Supplemental non-cash investing actives | ||
Additions of property and equipment included in accounts payable | $ 1,949,142 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business | 1. Description of the Business Nauticus Robotics, Inc. (“Nauticus”, “Company”, “our”, or “we”) was initially incorporated as Houston Mechatronics, Inc. on March 27, 2014 in the State of Texas. Effective November 24, 2021, the Company changed its legal name to Nauticus Robotics, Inc. Nauticus’ principal corporate offices are located in Webster, Texas. The Company is developing an ecosystem of ocean robots that are controlled through an AI-driven cloud software platform which enables a sliding scale spectrum of autonomous operations — from direct operator control to complete hands-off, robot self-sufficient control. Instead of the conventional tethered connection between the operator and the subsea robot, Nauticus has developed an acoustic communication networking, compression, and protocols that allows the robot to perform its tasks without a direct, cabled connection. This offering permits significant operational flexibility and cost savings over the methods currently employed in the marketplace. Impact of COVID-19 Pandemic on Business Liquidity On October 15, 2021, the Company signed a purchase order with Triumph Subsea Construction Limited (Customer) for the sale of four Aquanaut systems over a period from September 2022 through January 2025 for a total of $54.2 million. In the second quarter of 2022, the milestone payment terms with Triumph Subsea Construction Limited were renegotiated. This renegotiation has resulted in a shift of the first payment from the second quarter of 2022 to the third quarter of 2022. The Company has begun construction of these products and is scheduled to deliver the first Aquanaut system under this contract in the fourth quarter of 2022. On December 16, 2021, Nauticus entered into a merger agreement with CleanTech Acquisition Corporation (“CleanTech”), a special purpose acquisition company (“SPAC”). In this agreement, Nauticus agreed to a business combination that is intended to lead to its public stock listing on the NASDAQ in August 2022. CleanTech brings approximately $260 million in sponsored investment and public investment in private equity funding to the business combination. Although this level of funding is potentially available, a threshold of $50 million has been established in the merger documents as the minimum cash position for internal planning purposes. Management believes that with the revenue from its existing and new contracts, the ability to reduce costs as necessary, and the pending merger with CleanTech, the Company will have sufficient cash from operations to meet its obligations for at least one year from the issuance date of this report. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed financial statements and disclosures of contingencies. Actual results may differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These interim financial statements should be read in conjunction with the financial statements and noted thereto for the year ended December 31, 2021. The results of the operations for the period ended June 30, 2022 are not necessarily indicative of the operating results that may be expected for a full year. The condensed balance sheet as of December 31, 2021 contains financial information taken from the audited financial statements as of that date. Use of Estimates Fair Value Measurements The Company’s non-financial assets measured at fair value on non-recurring basis include stock-based compensation awards. These are considered Level 3 measurements as they involve significant unobservable inputs. Inventories Inventories consist of the following: June 30, December 31, Raw material and supplies $ 520,274 $ — Work in progress 1,860,155 — Finished goods — — Total inventories $ 2,380,429 $ — Revenue — fee or firm fixed fee) or product sales and typically have terms of up to 18 months. The Company has no product sales as its core products are still under development. Product sales to date have been for HaloGuard, a red zone monitoring solution the Company developed, which has been phased out as of March 31, 2022. A performance obligation is a promise in a contract to transfer distinct goods or services to a customer. The products and services in our contracts are typically not distinct from one another. Accordingly, our contracts are typically accounted for as one performance obligation. The Company’s performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically costs incurred to date relative to total estimated costs at completion). This requires management to make significant estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. At the outset of a long-term contract, the Company identifies risks to the achievement of the technical, schedule and cost aspects of the contract. Throughout the contract term, on at least a quarterly basis, we monitor and assess the effects of those risks on its estimates of sales and total costs to complete the contract. Changes in these estimates could have a material effect on the Company’s results of operations. The components of revenue are as follows: Three months ended Six months ended 2022 2021 2022 2021 Cost plus fixed fee $ 2,212,061 $ 969,326 $ 3,635,320 $ 1,272,069 Firm fixed-price 399,165 — 833,537 Firm fixed-price-vehicle lease 378,333 — 756,667 — Total $ 2,989,559 $ 969,326 $ 5,225,524 $ 1,272,069 Firm-fixed price contracts present the risk of unreimbursed cost overruns, potentially resulting in lower-than-expected contract profits and margins. This risk is generally lower for cost plus fixed fee contracts which, as a result, generally have a lower margin. In June 2021, Nauticus Robotics signed a Subcontractor Agreement with an unrelated third party to provide engineering, design, development and other services which also includes a lease for an Aquanaut vehicle (“Vehicle Lease”). The Vehicle Lease is for a total of $2,270,000, or $126,111 per month for 18 months. Service revenue recognized for the equipment rental income for the three and six months ended June 30, 2022, was $378,333 and $756,667, respectively. The Company comparably recorded no revenue for the three and six months ended June 30, 2021. The lease is an operating lease as defined by accounting standards codification 842 for Leases, and revenue is recognized on a straight-line basis over the lease term. The estimated future revenue under the vehicle lease is as follows: Minimum Future Rental Income Amount 2022 (remainder) $ 756,667 Thereafter — Total $ 756,667 Performance obligations for product sales typically are satisfied at a point in time. This occurs when control of the products is transferred to the customer, which generally is when title and risk of loss have passed to the customer. Unfulfilled Performance Obligations As of June 30, 2022, we expect to recognize approximately $61.7 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers including $54.2 million that relates to the Triumph Subsea Construction Purchase Order as described in Note 1. Set forth below is a table summarizing the expected revenue from our remaining performance obligations: Expected Revenue from Unfulfilled Performance Obligations by Period ($ in millions) Total Remainder of 2023 2024 2025 Unfulfilled performance obligations: Triumph Subsea Construction Limited $ 54.2 $ 7.7 $ 19.4 $ 13.6 $ 13.5 All other performance obligations 7.5 5.7 1.8 — — Total unfulfilled performance obligations $ 61.7 $ 13.4 $ 21.2 $ 13.6 $ 13.5 If any of our contracts were to be modified or terminated, the expected value of the unfilled performance obligations of such contracts would be reduced. Accounts receivable, net, at June 30, 2022 totaled $1,605,152 due from customers for contract billings and is expected to be collected within the next three to six months. At December 31, 2021, accounts receivable, net, totaled $794,136. The increase in accounts receivable at June 30, 2022 as compared with December 31, 2021 corresponds to the higher revenue recognized in 2022 from new customer contracts. At June 30, 2022 and December 31, 2021 allowances for doubtful accounts included in accounts receivable totaled $17,827 and $0, respectively. Bad debt expense was $0 and of $17,827, respectively for the three months and six months period ended June 30, 2022. There was no bad debt expense recorded for the three months and six months period ended June 30, 2021. Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Contract assets are recorded at the net amount expected to be billed and collected. Contract assets increased $60,585 in the first six months of 2022, primarily due to the timing of the billing for the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations. Contract liabilities include billings in excess of revenue recognized and accrual of certain contract obligations. The Company did not record any contract liabilities at June 30, 2022. Contract liabilities at December 31, 2021 included $306,791 of billings in excess of revenue recognized and $67,000 for contract completion obligations associated with a customer contract for a modified Aquanaut vehicle. These amounts were recognized in the statements of operations during the six months ended June 30, 2022. Capitalized Interest — Earnings (Loss) per Share Major Customer and Concentration of Credit Risk Reclassifications Recent Accounting Pronouncements Financial Instruments — Credit Losses There are no other new accounting pronouncements that are expected to have a material impact on the Company’s financial statements. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consisted of the following: Useful June 30, December 31, Leasehold improvements 5.1 $ 789,839 $ 789,839 Property & equipment 5 1,396,293 1,216,609 Technology 5 1,154,357 773,535 Work in progress 4,619,055 150,220 Total 7,959,544 2,930,203 Less accumulated depreciation (1,721,297 ) (1,492,892 ) Total property and equipment, net $ 6,238,247 $ 1,437,311 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Notes payable consisted of the following: June 30, December 31, Schlumberger Technology Corp. contingently convertible promissory note $ 1,500,000 $ 1,500,000 Transocean Inc. contingently convertible promissory note 1,500,000 1,500,000 Goradia Capital LLC contingently convertible promissory note 5,000,000 5,000,000 Material Impact Fund II, LP contingently convertible promissory note 5,000,000 5,000,000 In-Q-Tel, Inc. contingently convertible promissory note 250,000 250,000 RCB Equities #1, LLC term loan credit agreement 14,808,179 14,708,333 Total 28,058,179 27,958,333 Less: current portion, unrelated parties (25,058,179 ) (10,250,000 ) current portion, related parties (3,000,000 ) (3,000,000 ) Total notes payable – long-term $ — $ 14,708,333 Schlumberger Technology Corp. Contingently Convertible Promissory Note The convertible promissory note bears interest at 4.25% and, as amended, matures on the earliest to occur of the following dates: (1) the issuance of a new series of preferred stock, (2) upon the occurrence of an event of default, or (3) December 31, 2022. In the event that an issuance by the Company of a new series of preferred stock occurs before an event of default or December 31, 2022, outstanding principal and unpaid accrued interest shall be converted into the new series of preferred stock at a conversion price of 90% of the issuance price per share of such new series. An amendment to the promissory note executed on December 16, 2021, added another conversion option that in the event of the consummation of the merger between Nauticus and CleanTech occurring earlier than the other conversion options listed above, allows Schlumberger to convert the outstanding principal and unpaid accrued interest into Nauticus common shares at a conversion price of $35.52 per share. Transocean Inc. Contingently Convertible Promissory Note The convertible promissory note bears interest at 10% and, as amended, matures on the earliest to occur of the following dates: (1) the issuance of a new series of preferred stock, (2) upon the occurrence of an event of default, or (3) December 31, 2022. In the event that an issuance by the Company of a new series of preferred stock occurs prior to the earlier of an event of default or December 31, 2022, outstanding principal balance and unpaid accrued interest shall be converted into the new series of preferred stock at a conversion price of 90% of the issuance price per share of such new series. An amendment to the promissory note executed on December 16, 2021, added another conversion option that in the event of the consummation of the merger between Nauticus and CleanTech occurring earlier than the other conversion options listed above, allows Transocean to convert the outstanding principal and unpaid accrued interest into Nauticus common shares at a conversion price of $35.52 per share. Goradia Capital, LLC Contingently Convertible Promissory Note The convertible promissory note bears interest at 10% and, as amended, matures on the earliest to occur of the following dates: (1) the issuance of a new series of preferred stock, (2) upon the occurrence of a change of control, or (3) December 31, 2022. In the event that an issuance by the Company of a new series of preferred stock occurs before a change of control or December 31, 2022, outstanding principal and unpaid accrued interest shall be converted into the new series of preferred stock at a conversion price of the lower of: (1) 90% of the issuance price per share of such new series and (2) the price per share equal to an amount obtained by dividing (x) $75,000,000 by (y) the fully diluted shares outstanding of the Company as of June 19, 2021, which equals $37.01. An amendment to the promissory note executed on December 16, 2021, added another conversion option that in the event of the consummation of the merger between Nauticus and CleanTech occurring earlier than the other conversion options listed above, allows Goradia to convert the outstanding principal and unpaid accrued interest on the promissory note into Nauticus common shares at a conversion price of $35.52 per share. Material Impact Fund II, L.P. Contingently Convertible Promissory Note The convertible promissory note bears interest at 5% and matures on the earliest to occur of the following dates: (1) the issuance of a new series of preferred stock, (2) upon the occurrence of a change of control, or (3) December 31, 2022. In the event that an issuance by the Company of a new series of preferred stock occurs before a change of control or December 31, 2022, outstanding principal and unpaid accrued interest shall be converted into the new series of preferred stock at a conversion price of the lower of: (1) 90% of the issuance price per share of such new series and (2) the price per share equal to an amount obtained by dividing (x) $75,000,000 by (y) the fully diluted shares outstanding of the Company as of August 3, 2021, which equals $37.01. An amendment to the promissory note executed on December 16, 2021, added another conversion option that in the event of the consummation of the merger between Nauticus and CleanTech occurring earlier than the other conversion options listed above, allows MIF to convert the outstanding principal and unpaid accrued interest into Nauticus common shares at a conversion price of $35.52 per share. In-Q-Tel, Inc. Contingently Convertible Promissory Note The convertible promissory note bears interest at 5% and matures on the earliest to occur of the following dates: (1) the issuance of a new series of preferred stock with gross proceeds to the Company of at least $10,000,000, (2) upon the occurrence of a change of control, or (3) December 31, 2022. In the event that an issuance by the Company of a new series of preferred stock occurs before a change of control or December 31, 2022, outstanding principal and unpaid accrued interest shall be converted into the new series of preferred stock at a conversion price of the lower of: (1) 90% of the issuance price per share of such new series and (2) the price per share equal to an amount obtained by dividing (x) $75,000,000 by (y) the fully diluted shares outstanding of the Company as of August 3, 2021, which equals $37.01. An amendment to the promissory note executed on December 16, 2021, added another conversion option that in the event of the consummation of the merger between Nauticus and CleanTech occurring earlier than the other conversion options listed above, allows IQT to convert the outstanding principal and unpaid accrued interest into Nauticus common shares at a conversion price of $35.52 per share. RCB Equities #1, LLC Term Loan Credit Agreement |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Nauticus Robotics | 5. Leases The Company leases its office and manufacturing facility under a 64-month operating lease expiring April 30, 2024. The lease includes rent escalations and chargebacks to the Company for build-out costs. The right-of-use asset and lease liability amounts were determined using an 8% discount rate which was the interest rate related to the leasehold improvement obligation. The operating lease includes a leasehold improvement obligation of $190,650 which bears interest at 8% and matures on April 30, 2024. The balance of this obligation was $76,879 and $96,375 as of June 30, 2022, and December 31, 2021, respectively, and is included in operating lease liabilities in the balance sheets. Total operating lease expense, which is accounted for in cost of revenue, was as follows: For the three months ended, June 30, For the six months ended, 2022 2021 2022 2021 Fixed lease expense $ 69,190 $ 71,106 $ 136,881 $ 138,602 Variable lease expense 43,008 47,294 89,016 91,802 Total $ 112,198 $ 118,400 $ 225,897 $ 230,404 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Litigation The Company would be committed to pay the following advisory fees to investment banks related to Cleantech Acquisition listed below upon closing of the business combination. Capital Markets Advisory Services Related to Cleantech Acquisition — Pursuant to a letter agreement dated February 28, 2022 with Lake Street Capital Markets (“Lake Street”), Nauticus has agreed to pay Lake Street a non-refundable retainer of $350,000 within ten days following the closing of the Business Combination for Lake Street’s capital markets advisory services which include, among other things, (i) providing advice and assistance to CLAQ in evaluating its capital raising strategies and alternatives; (ii) assisting CLAQ in refining and communicating its investor presentation; and (iii) working and coordinating with CLAQ’s investors relations resources to conduct a non-deal investor roadshow in the U.S. and solicit, and analyse investors’ feedback. Pursuant to a letter agreement dated March 23, 2022 with Cowen and Company, LLC (“Cowen”), Nauticus has agreed to pay Cowen an advisory fee of $1,750,000 (the “Business Combination Fee”) upon closing of the Business Combination for its capital market advisory services which include, among other things, (i) familiarizing itself with the business, properties and operation of each of CLAQ and Nauticus; (ii) advising Nauticus on investor outreach, assisting Nauticus in scheduling and arranging meetings with current and potential holders of its securities; and (iii) assisting Nauticus in formulating a marketing strategy for the Business Combination. If this agreement with Cowen is terminated, the Business Combination Fee will still be payable if a business combination is consummated within twelve months from the date of the termination of the agreement (the “Residual Period”). If during the term of this agreement with Cowen or the Residual Period, Nauticus proposes to affect any restructuring, acquisition or disposition, or certain sales of securities, Nauticus has agreed to engage Cowen and offer Cowen no less than 35% of the total economics for any such capital raising transaction. Pursuant to an amended and restated letter agreement dated April 25, 2022 with Coastal Equities, Inc. (“Coastal”), Nauticus has agreed to pay Coastal a cash fee of $7,600,000 (“Cash Fee”) upon closing of the Business Combination or any other transaction defined as a “Sale” of Nauticus pursuant to the letter agreement in return for Coastal’s financial advisory services which include, among other things, (i) facilitating potential purchasers’ or financing participants’ due diligence investigation; (ii) performing valuation analyses; (iii) identifying opportunities for the Sale of Nauticus; and (iv) as requested by Nauticus, participating on Nauticus’ behalf in negotiations concerning such Sale. If this letter agreement with Coastal is terminated, the Cash Fee will still be payable if the Sale of Nauticus occurs within 9 months from March 29, 2022, the effective date of the letter agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. No income tax expense was recognized for the three or six months ended June 30, 2022, and June 30, 2021, as the Company expects no taxable income and has a full valuation allowance offsetting deferred tax assets. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | 8. Equity Common Stock Series A Preferred Stock Series B Preferred Stock Common Stock Repurchase Agreements Stock-Based Compensation Options vest assuming continuous service to the Company with 25% of the options vesting one year after grant and the balance vesting in a series of 36 successive equal monthly installments measured from the first anniversary of grant. During the vesting period, the participants have voting rights, but the options may not be sold, assigned, transferred, pledged, or otherwise encumbered. Unvested shares are forfeited upon termination of employment and vested shares may be repurchased by the Company at its option. Compensation expense for option awards totaled $188,657 and $388,814 for the three months and six months ended June 30, 2022, respectively. Compensation expense for option awards totaled $100,571 and $208,364 for the three months and six months ended June 30, 2021, respectively. As of June 30, 2022, there was $1,855,864 of total unrecognized compensation cost related to options to be recognized over a remaining weighted average period of 25 months. The following table summarizes options outstanding, as well as activity for the periods presented: Shares Weighted Average Weighted Average Exercise Outstanding as of December 31, 2020 165,100 $ 10.90 $ 22.63 Forfeited (750 ) 13.26 27.57 Outstanding as of June 30, 2021 164,350 $ 10.88 $ 24.08 Outstanding as of December 31, 2021 277,848 $ 12.99 $ 24.75 Granted 11,750 18.60 35.32 Forfeited (9,800 ) 16.55 32.23 Cancelled (500 ) 11.07 27.57 Outstanding as of June 30, 2022 279,298 $ 12.39 $ 26.29 The remaining weighted average contractual life of exercisable options at June 30, 2022 was 5.99 years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions Contingently Convertible Promissory Notes Revenue and Accounts Receivable |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share | 10. Earnings (Loss) Per Share The following table is a calculation of the net earnings (loss) per basic and diluted share: For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Numerator Net loss $ (3,356,956 ) $ (1,074,911 ) $ (6,860,958 ) $ (2,594,593 ) Denominator Weighted average shares used to compute 680,600 678,400 680,600 678,400 Dilutive effect of stock-based awards — — — — Weighted average shares used to compute 680,600 678,400 680,600 678,400 Loss per share Basic $ (4.93 ) $ (1.58 ) $ (10.08 ) $ (3.82 ) Diluted $ (4.93 ) $ (1.58 ) $ (10.08 ) $ (3.82 ) Diluted EPS for June 30, 2022, and June 30, 2021, excludes 279,298 and 164,350 options, respectively, along with the shares related to the contingently convertible debt, because their effect would be anti-dilutive. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events In preparing the condensed financial statements, the Company has evaluated all subsequent events and transactions for potential recognition or disclosure through September 6, 2022, the date the financial statements were available for issuance. On July 18, 2022, a special meeting of stockholders were held, CLAQ’s stockholders approved an amendment to CLAQ’s certificate of incorporation (the “Charter Amendment Proposal”) and an amendment to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, dated July 14, 2021 (the “Trust Agreement Proposal”), giving CLAQ the right to extend the Combination Period six (6) times for an additional one (1) month each time by depositing into the Trust Account $100,000 for each one-month extension, up to January 19, 2023 (the first extension to August 19, 2022 was already made). We refer to the amendments to the certificate of incorporation and to the Trust Agreement collectively as the “July 18 Amendments.” As a result of the July 18 Amendments, public stockholders forfeited their right to receive up to $1,725,000, and up to an aggregate of $3,450,000 under certain agreements entered into in connection with CLAQ’s IPO, if CLAQ seeks to extend the Combination Period for three or six months, respectively, but does not consummate a business combination. As a result of the July 18 Amendments, CLAQ’s Co-Sponsors are no longer be required to deposit into the Trust Account $1,725,000 prior to each three-month extension (up to $3,450,000 in the aggregate) and these amounts may not be repaid if a business combination is not consummated to the extent funds are not available outside of the Trust Account. As a result of the July 18 Amendments, CLAQ may extend the Combination Period up to January 19, 2023, by depositing into the Trust Account for the benefit of the public stockholders $100,000 for each one (1) month extension (or an aggregate of $600,000 if the Combination Period is extended six times). The additional redemption amount added to the Trust Account was reduced from what was included in CLAQ’s initial public offering prospectus, which was $0.10 per share for each three-month extension to approximately $0.06 per share for each one-month extension. Pursuant to a letter agreement dated March 23, 2022, with Cowen and Company, LLC (“Cowen”), Nauticus has agreed to pay Cowen an advisory fee of $1,750,000 (the “Business Combination Fee”) upon closing of the Business Combination for its capital market advisory services. On August 11, 2022, this agreement was terminated by Cowen. On August 18, 2022, Nauticus Robotics, Inc. signed an Amendment to the December 23, 2021, Promissory Note with RCB Equities #1, LLC (the “Amendment”). The Amendment provides for additional borrowing of $2,000,000, with no interest and a maturity date of 60 days form funding date. There was a $33,000 fee at closing with additional fee due of $100,000 if paid within 30 days from funding date. There will be an additional fee of $100,000 if paid after 30 days. On August 29, 2022, the Company renegotiated and signed a revised sales contract with Triumph Subsea Construction Limited for the sale of four Aquanaut systems which was originally over a period from September 2022 through January 2025 for a total of $54.2 million. The new terms provide for the first delivery of the one Aquanaut and one Hydronaut as a pair to be delivered in October 2023 compared to September 2022, with all other Aquanaut Hydronaut pairs remain to be on schedule for the subsequent years. The shift of the delivery date from 2022 to 2023 reduces the estimated revenue in 2022 by $7.7 million. The change in delivery dates also adjust the timing of milestone payments accordingly. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed financial statements and disclosures of contingencies. Actual results may differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These interim financial statements should be read in conjunction with the financial statements and noted thereto for the year ended December 31, 2021. The results of the operations for the period ended June 30, 2022 are not necessarily indicative of the operating results that may be expected for a full year. The condensed balance sheet as of December 31, 2021 contains financial information taken from the audited financial statements as of that date. |
Use of Estimates | Use of Estimates |
Fair Value Measurements | Fair Value Measurements The Company’s non-financial assets measured at fair value on non-recurring basis include stock-based compensation awards. These are considered Level 3 measurements as they involve significant unobservable inputs. |
Inventories | Inventories Inventories consist of the following: June 30, December 31, Raw material and supplies $ 520,274 $ — Work in progress 1,860,155 — Finished goods — — Total inventories $ 2,380,429 $ — |
Revenue | Revenue — fee or firm fixed fee) or product sales and typically have terms of up to 18 months. The Company has no product sales as its core products are still under development. Product sales to date have been for HaloGuard, a red zone monitoring solution the Company developed, which has been phased out as of March 31, 2022. A performance obligation is a promise in a contract to transfer distinct goods or services to a customer. The products and services in our contracts are typically not distinct from one another. Accordingly, our contracts are typically accounted for as one performance obligation. The Company’s performance obligations under service agreements generally are satisfied over time as the service is provided. Revenue under these contracts is recognized over time using an input measure of progress (typically costs incurred to date relative to total estimated costs at completion). This requires management to make significant estimates and assumptions to estimate contract sales and costs associated with its contracts with customers. At the outset of a long-term contract, the Company identifies risks to the achievement of the technical, schedule and cost aspects of the contract. Throughout the contract term, on at least a quarterly basis, we monitor and assess the effects of those risks on its estimates of sales and total costs to complete the contract. Changes in these estimates could have a material effect on the Company’s results of operations. The components of revenue are as follows: Three months ended Six months ended 2022 2021 2022 2021 Cost plus fixed fee $ 2,212,061 $ 969,326 $ 3,635,320 $ 1,272,069 Firm fixed-price 399,165 — 833,537 Firm fixed-price-vehicle lease 378,333 — 756,667 — Total $ 2,989,559 $ 969,326 $ 5,225,524 $ 1,272,069 Firm-fixed price contracts present the risk of unreimbursed cost overruns, potentially resulting in lower-than-expected contract profits and margins. This risk is generally lower for cost plus fixed fee contracts which, as a result, generally have a lower margin. In June 2021, Nauticus Robotics signed a Subcontractor Agreement with an unrelated third party to provide engineering, design, development and other services which also includes a lease for an Aquanaut vehicle (“Vehicle Lease”). The Vehicle Lease is for a total of $2,270,000, or $126,111 per month for 18 months. Service revenue recognized for the equipment rental income for the three and six months ended June 30, 2022, was $378,333 and $756,667, respectively. The Company comparably recorded no revenue for the three and six months ended June 30, 2021. The lease is an operating lease as defined by accounting standards codification 842 for Leases, and revenue is recognized on a straight-line basis over the lease term. The estimated future revenue under the vehicle lease is as follows: Minimum Future Rental Income Amount 2022 (remainder) $ 756,667 Thereafter — Total $ 756,667 Performance obligations for product sales typically are satisfied at a point in time. This occurs when control of the products is transferred to the customer, which generally is when title and risk of loss have passed to the customer. Unfulfilled Performance Obligations As of June 30, 2022, we expect to recognize approximately $61.7 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers including $54.2 million that relates to the Triumph Subsea Construction Purchase Order as described in Note 1. Set forth below is a table summarizing the expected revenue from our remaining performance obligations: Expected Revenue from Unfulfilled Performance Obligations by Period ($ in millions) Total Remainder of 2023 2024 2025 Unfulfilled performance obligations: Triumph Subsea Construction Limited $ 54.2 $ 7.7 $ 19.4 $ 13.6 $ 13.5 All other performance obligations 7.5 5.7 1.8 — — Total unfulfilled performance obligations $ 61.7 $ 13.4 $ 21.2 $ 13.6 $ 13.5 If any of our contracts were to be modified or terminated, the expected value of the unfilled performance obligations of such contracts would be reduced. Accounts receivable, net, at June 30, 2022 totaled $1,605,152 due from customers for contract billings and is expected to be collected within the next three to six months. At December 31, 2021, accounts receivable, net, totaled $794,136. The increase in accounts receivable at June 30, 2022 as compared with December 31, 2021 corresponds to the higher revenue recognized in 2022 from new customer contracts. At June 30, 2022 and December 31, 2021 allowances for doubtful accounts included in accounts receivable totaled $17,827 and $0, respectively. Bad debt expense was $0 and of $17,827, respectively for the three months and six months period ended June 30, 2022. There was no bad debt expense recorded for the three months and six months period ended June 30, 2021. Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Contract assets are recorded at the net amount expected to be billed and collected. Contract assets increased $60,585 in the first six months of 2022, primarily due to the timing of the billing for the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations. Contract liabilities include billings in excess of revenue recognized and accrual of certain contract obligations. The Company did not record any contract liabilities at June 30, 2022. Contract liabilities at December 31, 2021 included $306,791 of billings in excess of revenue recognized and $67,000 for contract completion obligations associated with a customer contract for a modified Aquanaut vehicle. These amounts were recognized in the statements of operations during the six months ended June 30, 2022. |
Capitalized Interest | Capitalized Interest — |
Earnings (Loss) per Share | Earnings (Loss) per Share |
Major Customer and Concentration of Credit Risk | Major Customer and Concentration of Credit Risk |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Financial Instruments — Credit Losses There are no other new accounting pronouncements that are expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | June 30, December 31, Raw material and supplies $ 520,274 $ — Work in progress 1,860,155 — Finished goods — — Total inventories $ 2,380,429 $ — |
Schedule of components of revenue | Three months ended Six months ended 2022 2021 2022 2021 Cost plus fixed fee $ 2,212,061 $ 969,326 $ 3,635,320 $ 1,272,069 Firm fixed-price 399,165 — 833,537 Firm fixed-price-vehicle lease 378,333 — 756,667 — Total $ 2,989,559 $ 969,326 $ 5,225,524 $ 1,272,069 |
Schedule of minimum future rental income | Minimum Future Rental Income Amount 2022 (remainder) $ 756,667 Thereafter — Total $ 756,667 |
Schedule of expected revenue from our remaining performance obligations | Expected Revenue from Unfulfilled Performance Obligations by Period ($ in millions) Total Remainder of 2023 2024 2025 Unfulfilled performance obligations: Triumph Subsea Construction Limited $ 54.2 $ 7.7 $ 19.4 $ 13.6 $ 13.5 All other performance obligations 7.5 5.7 1.8 — — Total unfulfilled performance obligations $ 61.7 $ 13.4 $ 21.2 $ 13.6 $ 13.5 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful June 30, December 31, Leasehold improvements 5.1 $ 789,839 $ 789,839 Property & equipment 5 1,396,293 1,216,609 Technology 5 1,154,357 773,535 Work in progress 4,619,055 150,220 Total 7,959,544 2,930,203 Less accumulated depreciation (1,721,297 ) (1,492,892 ) Total property and equipment, net $ 6,238,247 $ 1,437,311 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes payable | June 30, December 31, Schlumberger Technology Corp. contingently convertible promissory note $ 1,500,000 $ 1,500,000 Transocean Inc. contingently convertible promissory note 1,500,000 1,500,000 Goradia Capital LLC contingently convertible promissory note 5,000,000 5,000,000 Material Impact Fund II, LP contingently convertible promissory note 5,000,000 5,000,000 In-Q-Tel, Inc. contingently convertible promissory note 250,000 250,000 RCB Equities #1, LLC term loan credit agreement 14,808,179 14,708,333 Total 28,058,179 27,958,333 Less: current portion, unrelated parties (25,058,179 ) (10,250,000 ) current portion, related parties (3,000,000 ) (3,000,000 ) Total notes payable – long-term $ — $ 14,708,333 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of operating lease expense | For the three months ended, June 30, For the six months ended, 2022 2021 2022 2021 Fixed lease expense $ 69,190 $ 71,106 $ 136,881 $ 138,602 Variable lease expense 43,008 47,294 89,016 91,802 Total $ 112,198 $ 118,400 $ 225,897 $ 230,404 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of summarizes options outstanding | Shares Weighted Average Weighted Average Exercise Outstanding as of December 31, 2020 165,100 $ 10.90 $ 22.63 Forfeited (750 ) 13.26 27.57 Outstanding as of June 30, 2021 164,350 $ 10.88 $ 24.08 Outstanding as of December 31, 2021 277,848 $ 12.99 $ 24.75 Granted 11,750 18.60 35.32 Forfeited (9,800 ) 16.55 32.23 Cancelled (500 ) 11.07 27.57 Outstanding as of June 30, 2022 279,298 $ 12.39 $ 26.29 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule net earnings (loss) per basic and diluted share | For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Numerator Net loss $ (3,356,956 ) $ (1,074,911 ) $ (6,860,958 ) $ (2,594,593 ) Denominator Weighted average shares used to compute 680,600 678,400 680,600 678,400 Dilutive effect of stock-based awards — — — — Weighted average shares used to compute 680,600 678,400 680,600 678,400 Loss per share Basic $ (4.93 ) $ (1.58 ) $ (10.08 ) $ (3.82 ) Diluted $ (4.93 ) $ (1.58 ) $ (10.08 ) $ (3.82 ) |
Description of the Business (De
Description of the Business (Details) - USD ($) | 6 Months Ended | ||
Oct. 15, 2021 | Jun. 30, 2022 | Dec. 16, 2021 | |
Accounting Policies [Abstract] | |||
Exceeding amount | $ 19,457,103 | ||
Purchase price | $ 54,200,000 | ||
Investment | $ 260,000,000 | ||
cash | $ 50,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
vehicle Lease by periods | 18 months | ||||
Equipment rental income | $ 378,333 | $ 756,667 | |||
Revenue performance obligation | 61,700,000 | 61,700,000 | |||
Accounts receivable, net | 1,605,152 | 1,605,152 | $ 794,136 | ||
Allowances for doubtful accounts included in accounts receivable | 17,827 | 17,827 | 0 | ||
Bad debt expense | 0 | 17,827 | |||
Contract assets increased | 60,585 | 60,585 | |||
Billings in excess of revenue recognized | 306,791 | ||||
Contract completion obligations | $ 67,000 | ||||
Interest expense, incurred | $ 913,614 | 1,754,908 | |||
Interest expense, net | 1,669,701 | ||||
Interest expense capitalized to work in process | 85,207 | ||||
Interest expense | $ 138,375 | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Vehicle lease | 2,270,000 | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Vehicle lease | $ 126,111 | ||||
Total revenue [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Number of customer | 1 | 2 | 1 | 2 | |
Total revenue [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
percentage of concentration of credit risk | 84% | 82% | 89% | 75% | |
Total revenue [Member] | Customer Concentration Risk [Member] | Two customers [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
percentage of concentration of credit risk | 18% | 25% | |||
Total revenue [Member] | Customer Concentration Risk [Member] | No Other Customer [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
percentage of concentration of credit risk | 10% | 10% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
percentage of concentration of credit risk | 80% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Due Customer [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
percentage of concentration of credit risk | 86% | ||||
Triumph Subsea Construction Limited [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue performance obligation | $ 54,200,000 | $ 54,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Inventories - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Inventories Abstract | ||
Raw material and supplies | $ 520,274 | |
Work in progress | 1,860,155 | |
Finished goods | ||
Total inventories | $ 2,380,429 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of components of revenue - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of components of revenue [Line Items] | ||||
Total | $ 2,989,559 | $ 969,326 | $ 5,225,524 | $ 1,272,069 |
Cost plus fixed fee [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of components of revenue [Line Items] | ||||
Total | 2,212,061 | 969,326 | 3,635,320 | 1,272,069 |
Firm fixed-price [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of components of revenue [Line Items] | ||||
Total | 399,165 | 833,537 | ||
Firm fixed-price-vehicle lease [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of components of revenue [Line Items] | ||||
Total | $ 378,333 | $ 756,667 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of minimum future rental income | Jun. 30, 2022 USD ($) |
Schedule Of Minimum Future Rental Income Abstract | |
2022 (remainder) | $ 756,667 |
Thereafter | |
Total | $ 756,667 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of expected revenue from our remaining performance obligations $ in Millions | Jun. 30, 2022 USD ($) |
Unfulfilled performance obligations: | |
Total | $ 61.7 |
Remainder of 2022 | 13.4 |
2023 | 21.2 |
2024 | 13.6 |
2025 | 13.5 |
Triumph Subsea Construction Limited [Member] | |
Unfulfilled performance obligations: | |
Total | 54.2 |
Remainder of 2022 | 7.7 |
2023 | 19.4 |
2024 | 13.6 |
2025 | 13.5 |
All other performance obligations [Member] | |
Unfulfilled performance obligations: | |
Total | 7.5 |
Remainder of 2022 | 5.7 |
2023 | 1.8 |
2024 | |
2025 |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,930,203 | $ 7,959,544 |
Less accumulated depreciation | (1,492,892) | (1,721,297) |
Total property and equipment, net | $ 1,437,311 | 6,238,247 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 5 years 1 month 6 days | |
Property and equipment | $ 789,839 | 789,839 |
Property & equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 5 years | |
Property and equipment | $ 1,216,609 | 1,396,293 |
Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (years) | 5 years | |
Property and equipment | $ 773,535 | 1,154,357 |
Work in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 150,220 | $ 4,619,055 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 31, 2022 | Jun. 19, 2022 | Dec. 16, 2021 | Aug. 03, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 22, 2021 | |
Notes Payable (Details) [Line Items] | |||||||||||
Diluted shares outstanding (in Dollars per share) | $ (4.93) | $ (1.58) | $ (10.08) | $ (3.82) | |||||||
Term loan | $ 15,000,000 | ||||||||||
Line of Credit Facility, Increase, Accrued Interest | $ 0.13 | ||||||||||
Maturity date | Jun. 16, 2023 | ||||||||||
Commitment fee percentage | 2% | ||||||||||
Commitment fee amount | $ 300,000 | ||||||||||
Exit fee percentage | 5% | ||||||||||
Exit fee amount | $ 750,000 | ||||||||||
Outstanding principal balance | $ 14,808,179 | ||||||||||
Effective interest rate | 17.70% | ||||||||||
Schlumberger Technology Corp.[Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Advances | $ 750,000 | ||||||||||
Conversion price (in Dollars per share) | $ 35.52 | ||||||||||
Schlumberger Technology Corp.[Member] | Forecast [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Convertible promissory note interest | 4.25% | ||||||||||
Preferred stock conversion price percentage | 90% | ||||||||||
Transocean Inc.[Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Conversion price (in Dollars per share) | $ 35.52 | ||||||||||
Transocean Inc.[Member] | Minimum [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Advances | $ 1,000,000 | ||||||||||
Transocean Inc.[Member] | Maximum [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Advances | $ 500,000 | ||||||||||
Transocean Inc.[Member] | Forecast [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Convertible promissory note interest | 10% | ||||||||||
Preferred stock conversion price percentage | 90% | ||||||||||
Goradia Capital, LLC [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Conversion price (in Dollars per share) | $ 35.52 | ||||||||||
unsecured convertible promissory note | $ 5,000,000 | ||||||||||
Diluted shares outstanding (in Dollars per share) | $ 37.01 | ||||||||||
Goradia Capital, LLC [Member] | Forecast [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Convertible promissory note interest | 10% | ||||||||||
Preferred stock conversion price percentage | 90% | ||||||||||
Conversion price dividing amount | $ 75,000,000 | ||||||||||
Material Impact Fund II, L.P. [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Conversion price (in Dollars per share) | $ 35.52 | ||||||||||
unsecured convertible promissory note | $ 5,000,000 | ||||||||||
Diluted shares outstanding (in Dollars per share) | $ 37.01 | ||||||||||
Material Impact Fund II, L.P. [Member] | Forecast [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Convertible promissory note interest | 5% | ||||||||||
Preferred stock conversion price percentage | 90% | ||||||||||
Conversion price dividing amount | $ 75,000,000 | ||||||||||
In-Q-Tel, Inc.[Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Conversion price (in Dollars per share) | $ 35.52 | ||||||||||
unsecured convertible promissory note | $ 250,000 | ||||||||||
Diluted shares outstanding (in Dollars per share) | $ 37.01 | ||||||||||
In-Q-Tel, Inc.[Member] | Forecast [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Convertible promissory note interest | 5% | ||||||||||
Preferred stock conversion price percentage | 90% | ||||||||||
Conversion price dividing amount | $ 75,000,000 | ||||||||||
Preferred stock gross proceeds | $ 10,000,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | $ 28,058,179 | $ 27,958,333 |
Less: current portion, unrelated parties | (25,058,179) | (10,250,000) |
current portion, related parties | (3,000,000) | (3,000,000) |
Total notes payable – long-term | 14,708,333 | |
Schlumberger Technology Corp.[Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | 1,500,000 | 1,500,000 |
Transocean Inc.[Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | 1,500,000 | 1,500,000 |
Goradia Capital, LLC [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | 5,000,000 | 5,000,000 |
Material Impact Fund II, L.P. [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | 5,000,000 | 5,000,000 |
In-Q-Tel, Inc.[Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | 250,000 | 250,000 |
RCB Equities #1, LLC [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Convertible promissory note | $ 14,808,179 | $ 14,708,333 |
Leases (Details)
Leases (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leaehold improvement discount rate | 8% | |
Leasehold improvement obligation | $ 190,650 | |
Bears interest rate | 8% | |
Balance of obligation | $ 76,879 | $ 96,375 |
Maturity date | Apr. 30, 2024 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease expense - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Operating Lease Expense Abstract | ||||
Fixed lease expense | $ 69,190 | $ 71,106 | $ 136,881 | $ 138,602 |
Variable lease expense | 43,008 | 47,294 | 89,016 | 91,802 |
Total | $ 112,198 | $ 118,400 | $ 225,897 | $ 230,404 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Apr. 25, 2022 | Mar. 23, 2022 | Feb. 28, 2022 | Mar. 23, 2022 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Non-refundable retainer | $ 350,000 | ||||
Advisory fee | $ 1,750,000 | $ 1,750,000 | |||
Percentage of total economics | 35% | ||||
Cash fee | $ 7,600,000 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Equity (Details) [Line Items] | |||||
Common stock, shares outstanding | 680,600 | 680,600 | 680,600 | ||
Stock based compensation shares | 8,180 | ||||
Option vesting percenatge | 25% | ||||
Compensation expense | $ 188,657 | $ 100,571 | $ 388,814 | $ 208,364 | |
Unrecognized compensation | $ 1,855,864 | $ 1,855,864 | |||
Weighted average period | 25 months | ||||
Weighted average contractual life of exercisable options | 5 years 11 months 26 days | ||||
Series A Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Preferred stock, shares outstanding | 334,800 | 334,800 | 334,800 | ||
Conversion price | $ 8.96 | $ 8.96 | |||
Series B Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Preferred stock, shares outstanding | 725,426 | 725,426 | 725,426 | ||
Conversion price | $ 27.57 | $ 27.57 | |||
Common Stock Repurchase Agreements [Member] | |||||
Equity (Details) [Line Items] | |||||
Common stock outstanding | 950,000 | 950,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of summarizes options outstanding - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Summarizes Options Outstanding Abstract | ||
Shares, Outstanding beginning balance (in Shares) | 277,848 | 165,100 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ 12.99 | $ 10.9 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 24.75 | $ 22.63 |
Shares, Granted (in Shares) | 11,750 | |
Weighted Average Grant Date Fair Value, Granted | $ 18.6 | |
Weighted Average Exercise Price, Granted | $ 35.32 | |
Shares, Forfeited (in Shares) | (9,800) | (750) |
Weighted Average Grant Date Fair Value, Forfeited | $ 16.55 | $ 13.26 |
Weighted Average Exercise Price, Forfeited | $ 32.23 | $ 27.57 |
Shares, Cancelled (in Shares) | (500) | |
Weighted Average Grant Date Fair Value, Cancelled | $ 11.07 | |
Weighted Average Exercise Price, Cancelled | $ 27.57 | |
Shares, Outstanding ending balance (in Shares) | 279,298 | 164,350 |
Weighted Average Grant Date Fair Value, Outstanding ending balance | $ 12.39 | $ 10.88 |
Weighted Average Exercise Price, Outstanding ending balance | $ 26.29 | $ 24.08 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Principal amount | $ 1,500,000 | |||||
Contract services and products total | $ 0 | $ 176,113 | $ 193,400 | $ 317,378 | ||
Accounts receivable | $ 193,400 | $ 193,400 | $ 0 | |||
Schlumberger N.V. [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Percentage of owned | 29.70% | |||||
Transocean Ltd. [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Percentage of owned | 31.30% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings (Loss) Per Share [Abstract] | ||
Diluted EPS | 279,298 | 164,350 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - Schedule net earnings (loss) per basic and diluted share - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator | ||||||
Net loss | $ (3,356,956) | $ (3,504,002) | $ (1,074,911) | $ (1,519,682) | $ (6,860,958) | $ (2,594,593) |
Denominator | ||||||
Weighted average shares used to compute basic EPS | 680,600 | 678,400 | 680,600 | 678,400 | ||
Dilutive effect of stock-based awards | ||||||
Weighted average shares used to compute diluted EPS | 680,600 | 678,400 | 680,600 | 678,400 | ||
Loss per share | ||||||
Basic | $ (4.93) | $ (1.58) | $ (10.08) | $ (3.82) | ||
Diluted | $ (4.93) | $ (1.58) | $ (10.08) | $ (3.82) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Mar. 23, 2022 | Jan. 19, 2023 | Aug. 29, 2022 | Jul. 18, 2022 | Mar. 23, 2022 | Jun. 30, 2022 | Aug. 18, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||
Advisory fee | $ 1,750,000 | $ 1,750,000 | |||||
Borrowing amount | $ 100,000 | ||||||
Estimated revenue | 7,700,000 | ||||||
Minimum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Deposited trust account | $ 1,725,000 | ||||||
initial public offering Per Share (in Dollars per share) | $ 0.06 | ||||||
Borrowing amount | $ 33,000 | ||||||
Maximum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Deposited trust account | $ 3,450,000 | ||||||
initial public offering Per Share (in Dollars per share) | $ 0.1 | ||||||
Borrowing amount | $ 100,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Trust account | $ 100,000 | ||||||
Borrowing amount | $ 2,000,000 | ||||||
Revised sales | $ 54,200,000 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Stockholders forfeited value | 1,725,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Stockholders forfeited value | $ 3,450,000 | ||||||
Forecast [Member] | Minimum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Trust account | $ 100,000 | ||||||
Forecast [Member] | Maximum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Trust account | $ 600,000 |