Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common Stock |
(b) | Name of Issuer:
Nauticus Robotics, Inc. |
(c) | Address of Issuer's Principal Executive Offices:
17146 FEATHERCRAFT LANE, SUITE 450, WEBSTER,
TEXAS
, 77598. |
Item 2. | Identity and Background |
|
(a) | William Xavier Kerber III
|
(b) | 3917 NE 104th ST
Oklahoma City, OK. 73131 |
(c) | CEO Human Mode LLC
3917 NE 104th ST
Oklahoma City, OK. 73131 |
(d) | During the past 5 years, Mr. Kerber has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors). |
(e) | During the past 5 years, Mr. Kerber has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | United States
|
Item 3. | Source and Amount of Funds or Other Consideration |
| All of the shares of Common Stock were acquired using Mr. Kerber's personal funds. They were
purchased on the exchange through brokerage accounts between January 27, 2025 and January 30, 2025. No loans were involved in these purchases.
|
Item 4. | Purpose of Transaction |
| Mr. Kerber purchased these shares as an individual for the purposes of investment in the Issuer's co
mmon stock. Mr. Kerber is not employed by the Issuer. Mr. Kerber does not have any present plans o
r proposals that would relate to or result in transactions described in clauses (a) through (j) of Item 4
of Schedule 13D. However, Mr. Kerber reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Mr. Kerber may, from time to time, purchase additional securities in the open market or privately-negotiated
transactions depending on his evaluation of the Issuer's business, prospects, financial condition and
other opportunities available to him. Mr. Kerber may also decide to hold or dispose of all or part of his
investments in securities of the Issuer and/or enter into derivative transactions with institutional counter
parties with respect to the Issuer's securities, including actions that may involve one or more of the
types of transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. |
Item 5. | Interest in Securities of the Issuer |
(a) | As of the date of this Schedule, Mr. Kerber beneficially owns an aggregate of 611,492 shares of
Common Stock, or 9.5% of the Issuer's outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 6,407,475 shares outstanding as of the Issuer's 10-Q quarterly report filed on November 12, 2024.
|
(b) | As of the date of this Schedule, Mr. Kerber has sole voting and dispositive power over the 611,492 shares of Common Stock.
|
(c) | Except as described in Items 3, 4 and 5 of this Schedule, which descriptions are incorporated herein
by reference, the Reporting Persons have not effected any transactions in the Common Stock during
the past 60 days. |
(d) | Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities
covered by this Schedule. |
(e) | Not Applicable |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| As of the filing date of this Schedule, Mr. Kerber is not involved in any contracts, arrangements, under
standings or relationships related to any securities of the Issuer. |