Nauticus Robotics Inc.

Nauticus Robotics, Inc. has entered into a non-binding letter of intent with a strategic investor contemplating a private placement equity investment of up to $50 million in the Company. The proposed investment is intended to support Nauticus Robotics' short and long term commercial objectives. The Company's Board of Directors is evaluating the proposed material transaction consistent with its fiduciary duties and is considering engaging an independent financial advisor to assist in that evaluation. The investment terms are non-binding, do not obligate the investor to provide funding, and remain subject to due diligence, negotiation and execution of definitive agreements, applicable approvals and satisfaction of closing conditions. Depending on the final terms, the investment could result in dilution to existing stockholders and/or a change of control of the Company, and there can be no assurance that definitive agreements will be entered into or that the proposed transaction will be completed on the terms currently contemplated, or at all.