Nauticus Robotics, Inc. 8-K

What Happened

• Nauticus Robotics’ Audit Committee conducted a competitive selection for the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and notified Whitley Penn LLP that it would be dismissed as the company’s independent auditor effective December 19, 2025. Whitley Penn had been the auditor for the fiscal year ended December 31, 2024.
• Whitley Penn’s audit reports for the years ended December 31, 2023 and 2024 were unqualified (no adverse opinion or disclaimer). The firm reported no disagreements with the company through December 19, 2025 and no reportable events, except for a previously disclosed material weakness in internal control over financial reporting related to insufficient experienced accounting personnel and inadequate close procedures (disclosed in the 2024 Form 10-K). The company requested a letter from Whitley Penn confirming these statements; Whitley Penn’s letter dated December 19, 2025 is filed as an exhibit.

Key Details

• Dismissal date: December 19, 2025.
• Auditors affected: Whitley Penn LLP (auditor for fiscal year ended Dec 31, 2024).
• No audit qualifications or disagreements were reported for 2023–2024 audits or through Dec 19, 2025.
• One exception: previously disclosed material weakness in internal control over financial reporting (lack of experienced accounting personnel and inadequate close procedures).

Why It Matters

• A change in independent auditor is material because it can affect how future audits are conducted and how investors assess the reliability of the company’s financial reporting.
• The filing shows there were no audit disagreements or new reportable events with Whitley Penn, which is reassuring, but it reiterates a previously disclosed material weakness that the company will need to address.
• Investors should watch for the company’s announcement of the successor auditor and any updates on remediation of the material weakness, as both can affect audit scope, timing, and investor confidence.