Nauticus Robotics, Inc. announced that it has entered into a Securities Purchase Agreement with returning investor ATW Special Situations I LLC, a fund managed by ATW Partners LLC pursuant to which purchaser agreed to purchase up to an aggregate of 2,500 common shares at an issue price of $2 per share for the gross proceeds of $5,000 on December 31, 2023. 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. The transactions described herein were undertaken in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.