Business Context and Reporting Period
This Form 8-K Current Report is filed by Nauticus Robotics, Inc. (Nasdaq: KITT), an emerging growth company, on December 19, 2025. The report discloses a change in the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the external auditor.
Material Changes Versus Prior Period
- Dismissal of Prior Auditor: Whitley Penn LLP, the independent registered public accounting firm for the fiscal years ended December 31, 2023 and 2024, was dismissed effective December 19, 2025.
- Appointment of New Auditor: Withum, Smith & Brown P.C. was approved by the Audit Committee on December 19, 2025, and formally engaged on December 22, 2025, to serve as the independent auditor for the fiscal year ending December 31, 2025.
- Audit History: Whitley Penn's reports for 2023 and 2024 contained no adverse opinions, disclaimers, or qualifications. No disagreements or reportable events occurred during the audits of 2023 and 2024 or the interim period through December 19, 2025, with the exception of a previously disclosed material weakness.
Guidance, Risks, and Contingencies
Material Weakness in Internal Controls: The filing references a material weakness in the Company's internal control over financial reporting, previously reported in the 2024 Form 10-K. This weakness relates to:
- A lack of qualified accounting and financial reporting personnel with appropriate experience.
- Inadequate procedures for the accounting close process, specifically regarding the timely acquisition of information supporting significant accounting estimates and judgments.
Consultations with New Auditor: The Company confirmed it has not consulted Withum regarding accounting principles, audit opinions, disagreements, or reportable events during the two most recent fiscal years or the interim period through December 22, 2025.
Investor Verification Checklist
- Verify the status of the material weakness in internal controls regarding accounting personnel and close procedures.
- Review the letter from Whitley Penn LLP (Exhibit 16.1) to confirm their agreement with the Company's disclosures regarding the dismissal.
- Monitor future filings for the completion of Withum's standard client acceptance procedures and the execution of the engagement letter.
- Check subsequent 10-Q or 10-K filings for any new disagreements or reportable events between the Company and the new auditor.