Nauticus Robotics has entered into a Letter of Intent (LOI) with ATW Special Situations I LLC on September 2, 2024, proposing to exchange Original Issue Discount Exchanged Senior Secured Convertible Debentures due September 2026 for convertible preferred stock. The conversion mechanics of the preferred stock will mirror the Alternate Conversion Price in the existing debenture, with adjustments to the Floor Price subject to Nasdaq approval.The preferred stock will maintain substantially similar commercial terms to the current debenture, with potential modifications to ensure equity classification in the company's financial statements. The parties aim to complete the definitive agreements by December 31, 2024, if shareholder approval is required, or sooner if such approval is not necessary.The transaction remains subject to customary conditions, including regulatory approvals, shareholder consent if required, and the absence of material adverse changes in Nauticus's business. The company will be responsible for its own expenses and ATW's reasonable documented fees related to the exchange transaction.

Nauticus Robotics has entered into a Letter of Intent (LOI) with ATW Special Situations I LLC on September 2, 2024, proposing to exchange Original Issue Discount Exchanged Senior Secured Convertible Debentures due September 2026 for convertible preferred stock. The conversion mechanics of the preferred stock will mirror the Alternate Conversion Price in the existing debenture, with adjustments to the Floor Price subject to Nasdaq approval.The preferred stock will maintain substantially similar commercial terms to the current debenture, with potential modifications to ensure equity classification in the company's financial statements. The parties aim to complete the definitive agreements by December 31, 2024, if shareholder approval is required, or sooner if such approval is not necessary.The transaction remains subject to customary conditions, including regulatory approvals, shareholder consent if required, and the absence of material adverse changes in Nauticus's business. The company will be responsible for its own expenses and ATW's reasonable documented fees related to the exchange transaction.