Sharkawy Adam

SEC source: 0001849820-26-000117 · primary_doc.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,241

Underlying: Common Stock · 48,241 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 27, 2026, or (ii) the date immediately preceding the Company's 2027 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 27, 2026, or (ii) the date immediately preceding the Company's 2027 annual meeting of stockholders.

SEC source: 0001849820-26-000120 · primary_doc.xml · derivative · entry 2

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,162 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F1 · shares: Adjusted to reflect 1 for 8 reverse stock split on April 21, 2026.

F3 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 27, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

F3 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 27, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

SEC source: 0001849820-26-000120 · primary_doc.xml · nonDerivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,543

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Adjusted to reflect 1 for 8 reverse stock split on April 21, 2026.

SEC source: 0001849820-25-000182 · wk-form4_1753735283.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 155,593

Underlying: Common Stock · 155,593 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

SEC source: 0001849820-25-000149 · wk-form4_1748616994.xml · derivative · entry 2

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 25,286 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F1 · shares: Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

F3 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

F3 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

SEC source: 0001849820-25-000149 · wk-form4_1748616994.xml · nonDerivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 27,425

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 16

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 2,000,000

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F14 · reported_value: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · reported_value: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · price: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · price: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · derivative.underlying_shares: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · derivative.underlying_shares: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 15

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F7 · derivative.exercise_price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F14 · reported_value: On January 3, 2025, pursuant to the terms of the 2024 Agreement, the Issuer voluntarily, with the consent of the required lenders and for no additional consideration, reduced the conversion price of the 2024 Loan to $1.59, which was the closing price of the Issuer's Common Stock on January 2, 2025. The reduction of the conversion price is reported herein as the disposition of 2024 Loan and the acquisition of a "new" term loan (the "New 2024 Loan") with the reduced conversion price. MIF II did not actually dispose of the 2024 Loan or securities underlying the 2024 Loan nor did MIF II actually acquire the New 2024 Loan or any of the securities underlying the New 2024 Loan.

F15 · reported_value: (Continued from footnte 14) The disposition or deemed disposition of the 2024 Loan and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the New 2024 Loan and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 14

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 5,342

Underlying: Common Stock · 5,211,706 shares

Expires not disclosed

F12 · shares: On November 4, 2024, the Issuer entered into a Second Amendment and Exchange Agreement (the "Exchange Agreement"), with MIF II, pursuant to which MIF II exchanged (the "Exchange") the remaining principle and accrued interest outstanding under the 2024 Debentures for 5,342 shares of Series A preferred convertible stock (the "Series A Preferred Stock") for no additional consideration. The disposition or deemed disposition of the 2024 Debentures and any shares of Common Stock that may have been acquired upon conversion of such securities and the acquisition or deemed acquisition of the Series A Preferred Stock and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F13 · shares: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F13 · price: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F13 · derivative.exercise_date: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F13 · derivative.expiration_date: Each share of Series A Preferred Stock has a stated value of $1,000 per share. The Series A Preferred Stock is convertible, in full or in part and at the holder's option, into shares of Common Stock based on 120% of the stated value (plus certain other amounts owed to the holder) divided by a conversion price of $1.23 per share, subject to proportional adjustments, or at an alternative conversion price. The Series A Preferred Stock has no expiration date. The terms of the Series A Preferred Stock and conversion prices is set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer filed by the Issuer with the Secretary of the State of Delaware on December 26, 2024.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 13

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F9 · derivative.exercise_price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F12 · reported_value: On November 4, 2024, the Issuer entered into a Second Amendment and Exchange Agreement (the "Exchange Agreement"), with MIF II, pursuant to which MIF II exchanged (the "Exchange") the remaining principle and accrued interest outstanding under the 2024 Debentures for 5,342 shares of Series A preferred convertible stock (the "Series A Preferred Stock") for no additional consideration. The disposition or deemed disposition of the 2024 Debentures and any shares of Common Stock that may have been acquired upon conversion of such securities and the acquisition or deemed acquisition of the Series A Preferred Stock and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 5

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,338 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · shares: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · derivative.exercise_date: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · derivative.expiration_date: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · derivative.underlying_shares: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

SEC source: 0000950170-25-026774 · ownership.xml · nonDerivative · entry 3

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,139

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

F4 · price: As previously reported on a Form 4 dated November 9, 2023, the Reporting Person was issued RSUs pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2023 RSUs"). Each RSU represented a contingent right to receive one share of common stock, subject to vesting on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Issuer's 2024 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2023 RSUs on November 7, 2024.

SEC source: 0001849820-24-000185 · wk-form4_1721438016.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 910,288

Underlying: Common Stock · 910,288 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 12

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 106,194

Underlying: Common Stock · 106,194 shares

Expires 2032-09-09

F10 · shares: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F11 · shares: (Continued from footnote 10)The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F10 · price: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F11 · price: (Continued from footnote 10)The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 11

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 408,160 shares

Expires 2032-09-09

F10 · shares: On January 31, 2024, the Issuer, MIF II and certain other parties entered into the Nauticus Second Lien Restructuring Agreement, pursuant to which, among other things, provided for (a) a voluntary adjustment of the exercise price of the Old Private Warrants to $0.0001 per share, on a pre-Reverse Stock Split basis, and (b) the waiver of certain anti-dilution provisions by the holders of the Old Private Warrants (collectively, the "Warrant Adjustments"). The Warrant Adjustments are reported herein as the disposition of the Old Private Warrants and the acquisition of "new" warrants (the "New Private Warrants"). MIF II did not actually dispose of the Old Private Warrants or securities underlying the Old Private Warrants nor did MIF II actually acquire the New Private Warrants or securities underlying the New Private Warrants.

F11 · shares: (Continued from footnote 10)The disposition or deemed disposition of the Old Private Warrants and any shares of Common Stock that may been be acquired upon the exercise of such securities and the acquisition or deemed acquisition of the New Private Warrants and any shares of Common Stock that may be acquired upon exercise of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · price: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 10

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F9 · derivative.exercise_price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · reported_value: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · price: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 9

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-09

F8 · derivative.exercise_price: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F9 · reported_value: On January 30, 2024, the Issuer entered into an amendment and exchange agreement with MIF II (the "Exchange Agreement"), pursuant to which MIF II transferred the 2021 Debentures to the Issuer in exchange for new debentures in the aggregate principal amount of $5,102,000 and initially convertible into 1,936,978 shares of Common Stock, on a pre-Reverse Stock Split basis (the "2024 Debentures"). The exchange is reported as a disposition of the 2021 Debentures and an acquisition of the 2024 Debentures. The disposition or deemed disposition of the 2021 Debentures and any shares of Common Stock that may have been be acquired upon conversion of such securities and the acquisition or deemed acquisition of the 2024 Debentures and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · price: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F8 · derivative.underlying_shares: As previously reported on a Form 4 dated September 13, 2022, the Issuer entered into a securities purchase agreement dated December 16, 2021 with MIF II and certain other parties (the "2021 SPA"). Pursuant to the 2021 SPA, MIF II purchased debentures that were initially convertible into 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "2021 Debentures"), and warrants to purchase 408,160 shares of Common Stock, on a pre-Reverse Stock Split Basis (the "Old Private Warrants"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 8

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2027-01-30

F7 · derivative.exercise_price: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · reported_value: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F7 · derivative.underlying_shares: On January 30, 2024, the Issuer entered into a new convertible senior secured term loan agreement (as amended, the "2024 Agreement") with MIF II and certain other parties. Loans under the 2024 Agreement bear interest at 15% per annum and are convertible into Common Stock at an initial conversion price of $0.4582 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2024 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $2,000,000 from MIF II (the "2024 Loan"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 7

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-18

F6 · derivative.exercise_price: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F6 · reported_value: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · derivative.underlying_shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F6 · derivative.underlying_shares: Pursuant to the 2023 Agreement, on January 30, 2024, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "January Term Loan 2023" and collectively, with the September Term Loan 2023, the "2023 Loans"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001213900-23-085419 · ownership.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,166

Underlying: Common Stock · 48,166 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) November 7, 2024, or (ii) the date immediately preceding the Company's 2024 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 4

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 801 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · shares: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · derivative.exercise_date: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · derivative.expiration_date: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · derivative.underlying_shares: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

SEC source: 0000950170-25-026774 · ownership.xml · nonDerivative · entry 2

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 801

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · shares: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

F3 · price: As previously reported on a Form 4 dated October 12, 2022, the Reporting Person was issued Restricted Stock Units ("RSU") pursuant to the Issuer's 2022 Omnibus Incentive Plan (the "2022 RSUs"). Each RSU represented a contingent right to receive one share of Common Stock, subject to vesting on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Issuer's 2023 annual meeting of stockholders if the Reporting Person was not on the ballot for such meeting. The Reporting Person was issued shares of Common Stock upon the vesting and settlement of the 2022 RSUs on October 7, 2023.

SEC source: 0000950170-25-026774 · ownership.xml · derivative · entry 6

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-09-18

F5 · derivative.exercise_price: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · reported_value: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F5 · derivative.underlying_shares: On September 18, 2023, the Issuer entered into a convertible senior secured term loan agreement (as amended, the "2023 Agreement") with MIF II and certain other parties. Loans under the 2023 Agreement bear interest at 12.50% per annum and are convertible into Common Stock at an initial conversion price of $6.00 per share of Common Stock, on a pre-Reverse Stock Split basis, subject to certain customary anti-dilution adjustments. Pursuant to the 2023 Agreement, on September 18, 2023, the Issuer acquired convertible loans in an aggregate principal amount of $1,000,000 from MIF II (the "September Term Loan 2023"). The acquisition of such securities and any shares of Common Stock that may be acquired upon conversion of such securities were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-25-026774 · ownership.xml · nonDerivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 69,829

F1 · shares: Pursuant to the amendment to that certain Registration Rights Agreement, dated September 9, 2022, by and between the Issuer, Material Impact Fund II, L.P. ("MIF II") and certain other parties (as amended, the "RRA") and disclosed in the Issuer's Current Report on Form 8-K filed on June 23, 2023, the Issuer delivered 7,333 shares of Common Stock to MIF II in exchange for the release of claims under any of the Transaction Documents (as defined in the RRA). The acquisition of such securities was exempted from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") pursuant to Rule 16b-3 thereunder.

F1 · price: Pursuant to the amendment to that certain Registration Rights Agreement, dated September 9, 2022, by and between the Issuer, Material Impact Fund II, L.P. ("MIF II") and certain other parties (as amended, the "RRA") and disclosed in the Issuer's Current Report on Form 8-K filed on June 23, 2023, the Issuer delivered 7,333 shares of Common Stock to MIF II in exchange for the release of claims under any of the Transaction Documents (as defined in the RRA). The acquisition of such securities was exempted from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") pursuant to Rule 16b-3 thereunder.

F2 · ownership.direct: Securities held by MIF II. Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. For purposes of Section 16 of the Act, each of MIF II, MIP II, Mr. Roberts and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

SEC source: 0001213900-22-063537 · ownership.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,805

Underlying: Common Stock · 28,805 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2 · derivative.exercise_date: The RSUs vest on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Company's 2023 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

F2 · derivative.expiration_date: The RSUs vest on the earlier of (i) October 7, 2023, or (ii) the date immediately preceding the Company's 2023 annual meeting of stockholders if the reporting person is not on the ballot for such meeting.

SEC source: 0001213900-22-055764 · ownership.xml · derivative · entry 3

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 408,160

Underlying: Common Stock · 408,160 shares

Expires 2026-09-09

F4 · security: The Debentures were acquired pursuant to the terms of the Purchase Agreement.

F4 · price: The Debentures were acquired pursuant to the terms of the Purchase Agreement.

F2 · ownership.direct: Shares held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. Each of MIF II, MIP II, the Reporting Person and the Reporting Person disclaim beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

SEC source: 0001213900-22-055764 · ownership.xml · derivative · entry 2

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 408,160

Underlying: Common Stock · 408,160 shares

Expires 2032-09-09

F3 · security: The Private Warrants were acquired pursuant to the terms of the Securities Purchase Agreement dated as of December 16, 2021 with CLAQ, and Nauticus Robotics, Inc. (the "Purchase Agreement").

F3 · price: The Private Warrants were acquired pursuant to the terms of the Securities Purchase Agreement dated as of December 16, 2021 with CLAQ, and Nauticus Robotics, Inc. (the "Purchase Agreement").

F2 · ownership.direct: Shares held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. Each of MIF II, MIP II, the Reporting Person and the Reporting Person disclaim beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

SEC source: 0001213900-22-055764 · ownership.xml · nonDerivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 2,249,835

F1 · shares: The securities were acquired in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. consummated on September 9, 2022.

F2 · ownership.direct: Shares held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. Each of MIF II, MIP II, the Reporting Person and the Reporting Person disclaim beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

SEC source: 0001213900-22-056038 · ownership.xml · derivative · entry 1

Sharkawy Adam · CIK 0001945167 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Material Impact Fund II, L.P.

Disclosed balance after: 499,437

Underlying: Common Stock · 499,437 shares

Expires not disclosed

F1 · derivative.exercise_date: Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021, will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022.

F1 · derivative.expiration_date: Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021, will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022.

F2 · ownership.direct: Shares held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. Each of MIF II, MIP II, the Reporting Person and Mr. Roberts disclaim beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.