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NAUTICUS ROBOTICS, INC Management Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the notes thereto included in Part I, Item
1, "Financial Statements" of this Quarterly Report on Form 10-Q.



                                Explanatory Note



On September 9, 2022 (the "Closing Date"), Nauticus Robotics, Inc. consummated
its Business Combination pursuant to that certain Agreement and Plan of Merger
(the "Merger Agreement," and together with any amendments, the other agreements
and transactions contemplated by the Merger Agreement, the "Business
Combination") with CleanTech Merger Sub, Inc., a Texas corporation and wholly
owned subsidiary of CLAQ (as defined below) ("Merger Sub"), and Nauticus
Robotics, Inc., a Texas corporation (after to the Closing Date, "Nauticus
Robotics Holdings, Inc."). Pursuant to the terms of the Merger Agreement, a
business combination between CLAQ and Nauticus Robotics Holdings, Inc. was
effected through the merger of Merger Sub with and into Nauticus Robotics
Holdings, Inc., with Nauticus Robotics Holdings, Inc. surviving the merger as a
wholly owned subsidiary of CLAQ. On the Closing Date, CLAQ was renamed "Nauticus
Robotics, Inc." and the previous Nauticus Robotics, Inc. was renamed "Nauticus
Robotics Holdings, Inc."

The Business Combination was accounted for as a reverse recapitalization under
GAAP. Nauticus Robotics Holdings Inc. was determined to be the accounting
acquirer and CLAQ was treated as the acquired company for financial reporting
purposes. Accordingly, the financial statements of the combined company
represent a continuation of the financial statements of Nauticus Robotics
Holdings Inc.



Overview



Nauticus Robotics, Inc. (the "Company", "our", or "we") is a developer of ocean
robots, cloud software, and services delivered to the ocean industry. We were
initially incorporated as CleanTech Acquisition Corp. ("CLAQ" or "CleanTech")
under the laws of the State of Delaware on June 18, 2020. The Company's
principal corporate offices are located in Webster, Texas Our services provide
customers with the necessary data collection, analytics, and subsea manipulation
capabilities to support and maintain assets while reducing their operational
footprint, operating cost, and greenhouse gas emissions, as well as to improve
offshore health, safety, and environmental exposure.



Our subsea robotic product, Aquanaut, is a vehicle that begins its mission in a
hydrodynamically efficient configuration which enables efficient transit to the
worksite (i.e., operating as an autonomous underwater vehicle, or "AUV"). During
transit (operating in survey mode), Aquanaut's sensor suite provides capability
to observe and inspect subsea assets or other subsea features. Once it arrives
at the worksite, Aquanaut transforms its hull configuration to expose two
work-class capable, electric manipulators that can perform dexterous tasks with
(supervised), or without (autonomous), direct human involvement. In this
intervention mode, the vehicle has capabilities similar to a conventional
remotely operated vehicle ("ROV"). The ability to operate in both AUV and ROV
modes is a quality unique to our subsea robot and is protected under a U.S.
patent. To take advantage of these special configuration qualities, we have
developed underwater acoustic communication technology, called Wavelink, our
over-the-horizon remote connectivity solution, which removes the need for long
umbilicals to connect the robot with topside vessels. Eliminating these
umbilicals and communicating with the robot through acoustic or other latent,
laser, or RF methods reduces much of the system infrastructure that is currently
required for ROV servicing operations and is core to our value proposition.



The component technologies that comprise the Aquanaut are also marketable to the
existing worldwide ROV fleet. Aquanaut's perception and machine learning
software technologies combined with its perception and electric manipulators can
be retrofitted on existing ROV platforms to improve their ability to perform
subsea maintenance activities. The Argonaut, a derivative product of the
Aquanaut, is aligned to non-industrial, government applications. This vehicle
embodies nearly all of the Aquanaut's core technologies but varies in form and
function necessary to perform specialized missions.



Our key technologies are autonomous platforms, acoustic communications networks,
electric manipulators, AI-based perception and control software, and
high-definition workspace sensors. Implementation of these technologies enables
operations to reduced costs over conventional methods.



Basis of Presentation - The Business Combination was accounted for as a reverse
business combination with Nauticus Robotics Holdings Inc. as the accounting
acquirer and CLAQ as the accounting acquiree. Our unaudited condensed
consolidated financial statements reflect the financial condition, results of
operations, cash flows and changes in equity (deficit) of Nauticus Robotics
Holdings Inc. for periods until September 9, 2022, the Closing Date of the
Business Combination, and the condensed consolidated results of operations, cash
flows and changes in stockholders' equity (deficit) of Nauticus Robotics, Inc.
and its consolidated subsidiary, Nauticus Robotics Holdings, Inc. for the period
from September 10, 2022 through September 30, 2022. All intercompany balances
and transactions have been eliminated in the preparation of these condensed
consolidated financial statements.



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Impact of COVID-19 Pandemic on Business - The global spread of COVID-19 has
created significant market volatility and economic uncertainty and disruption
during 2021 and continuing into 2022. The Company was adversely affected by the
deterioration and increased uncertainty in the macroeconomic outlook as a result
of the impact of COVID-19. We have experienced and may continue to experience
disruptions in our supply chain, due in part to the global impact of the
COVID-19 pandemic. Depending upon the duration of the ongoing COVID-19 pandemic
and the associated business interruptions, our customers, suppliers,
manufacturers and partners may suspend or delay their engagements with us, which
could result in a material adverse effect on our financial condition and ability
to meet current timelines. In addition, the COVID-19 pandemic has affected and
may continue to affect our ability to recruit skilled employees to join our
team. The conditions caused by the COVID-19 pandemic have adversely affected and
may continue to adversely affect, among other things, demand for our products
and the ability to test and assess our robotic systems with potential customers
any of which adversely affects our business, results of operations and financial
condition. The duration and extent of the COVID-19 pandemic and its impacts
cannot be accurately predicted at this time, and the ultimate direct and
indirect impacts on our business, results of operations and financial condition
will depend on future developments that are highly uncertain.



Liquidity - The Company has had recurring losses and negative cash flows since
inception. As such, the Company has been dependent on debt and equity funding to
meet its development efforts. The Company continues to develop its principal
products and conducts extensive research and development activities.



On August 29, 2022, we amended an existing sales contract with Triumph Subsea
Construction Limited, which provides for the sale of four Aquanaut systems for a
total of $54.2 million. The amended terms shifted the customer's milestone
payments into late 2022 and through 2024, while also shifting the delivery of
the initial two Aquanaut systems to late 2023, with the subsequent units being
delivered in late 2024. The change in milestone payments and delivery dates will
also adjust the timing of the associated future revenue recognition, with $7.7
million of revenue moving from 2022 into 2023. Future contract amendments to
accommodate the customer's delivery needs, supply chain constraints, or market
conditions may result in further adjustments to the timing or ability of the
Company to recognize revenue from this contract.



Management believes that available cash on-hand together with the revenue from
its existing and new contracts and the ability to reduce costs as necessary,
will provide it with sufficient cash from operations to meet its obligations for
at least one year from the issuance date of this report.



Results of Operations


The expiry of three and nine months September 30, 2022 compared to three and nine months ended September 30, 2021




The following table sets forth summarized condensed consolidated financial
information:



                                     Three months ended                                                Nine months ended
                                        September 30,                       Change                       September 30,                        Change
                                    2022             2021              $               %             2022              2021              $               %
Revenue
Service                         $  2,964,610     $  1,844,422     $  1,120,188            61 %   $   7,996,734     $  2,799,113     $  5,197,621           186 %
Service - related party               17,000          129,222         (112,222 )         -87 %         210,400          446,600         (236,200 )         -53 %
Total revenue                      2,981,610        1,973,644        1,007,966            51 %       8,207,134        3,245,713        4,961,421           153 %

Costs and Expenses
Cost of revenue                    3,781,224        1,446,979        2,334,245           161 %       8,220,447        3,609,236        4,611,211           128 %
Depreciation and amortization        141,901           88,531           53,370            60 %         370,306          263,032          107,274            41 %
Research and development             242,996          741,558         (498,562 )         -67 %       2,094,278        2,411,100         (316,822 )         -13 %
General and administrative         4,861,319          770,066        4,091,253           531 %       8,778,498        2,066,941        6,711,557           325 %
Total costs and expenses           9,027,440        3,047,134        5,980,306           196 %      19,463,529        8,350,309       11,113,220           133 %

Operating loss                    (6,045,830 )     (1,073,490 )     (4,972,340 )         463 %     (11,256,395 )     (5,104,596 )     (6,151,799 )         121 %

Other income, net                   (234,597 )          1,140         (235,737 )      -20679 %        (239,838 )     (1,573,748 )      1,333,910           -85 %
Change in fair value of
warrant liabilities               (1,129,589 )              -       (1,129,589 )         100 %      (1,129,589 )              -       (1,129,589 )         100 %
Interest expense, net              1,402,026          223,492        1,178,534           527 %       3,057,660          361,867        2,695,793           745 %

Net loss                        $ (6,083,670 )   $ (1,298,122 )   $ (4,785,548 )         369 %   $ (12,944,628 )   $ (3,892,715 )   $ (9,051,913 )         233 %




Revenue. For the three months ended September 30, 2022, net revenue increased by
$1.0 million, or 51%, to $3.0 million for 2022, as compared to $2.0 million for
2021. The increase in revenue is primarily attributable to the addition of
revenue from two new service contracts and increased performance on an existing
service contract, including the continued lease of an Aquanaut vehicle during
2022.



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for the nine months ended September 30, 2022Net revenue increased by $5.0 millionor 153%, to $8.2 million for 2022, compared to $3.2 million for 2021. The increase in revenue was primarily attributable to the addition of revenue from four service contracts, including the continued lease of the Aquanaut vehicle through 2022.




Cost of revenue. For the three months ended September 30, 2022, cost of revenue
increased by $2.3 million, or 161%, to $3.8 million for 2022, as compared to
$1.4 million for 2021. The increase in cost of revenue is primarily attributable
to the addition of executing the three service contracts from the prior year
discussed above. Also included in cost revenue is a one-time bonus expense of
approximately $1.2 million for the successful completion of the Merger.



For the nine months ended September 30, 2022, cost of revenue increased by $4.6
million, or 128%, to $8.2 million for 2022, as compared to $3.6 million for
2021. The increase in cost of revenue is attributable to the addition of
executing four service contracts from the prior year discussed above. Also
included in cost revenue is a one-time bonus of approximately $1.2 million for
the successful completion of the Merger.



Consumption. for the three months ended September 30, 2022Consumption increased by 53 thousand dollarsor 60%, to 142 thousand dollars for 2022, compared to 89 thousand dollars for 2021 due to increased investment in operating assets.




For the nine months ended September 30, 2022, depreciation increased by $107
thousand, or 41%, to $370 thousand for 2022, as compared to $263 thousand for
2021 primarily due to increased investment in operational assets.



Research and development. For the three months ended September 30, 2022, total
research and development expenses decreased by $0.5 million, or 67%, to $0.2
million for 2022, as compared to $0.7 million for 2021. The decrease was due
primarily to the Company meeting technological feasibility on both hardware
and
software development.



For the nine months ended September 30, 2022, total research and development
expenses decreased by $0.3 million, or 13%, to $2.1 million for 2022, as
compared to $2.4 million for 2021. The decrease was due primarily to the Company
meeting technological feasibility on both hardware and software development.



General and administrative. For the three months ended September 30, 2022, total
general and administrative expenses increased by $4.1 million, or 531%, to $4.9
million for 2022, as compared to $0.8 million for 2021. General and
administrative expenses increased primarily due to an increase in company
headcount, sales and marketing expense, professional fees and other costs
incurred in preparation for the Business Combination transaction with CleanTech.
Also included in general and administrative expense is a one-time bonus of
approximately $1.5 million for the successful completion of the Merger.



For the nine months ended September 30, 2022, total general and administrative
expenses increased by $6.7 million, or 325%, to $8.8 million for 2022, as
compared to $2.1 million for 2021. General and administrative expenses increased
primarily due to an increase in company headcount, sales and marketing expense,
professional fees and other costs incurred in preparation for the business
combination transaction with CleanTech. Also included in general and
administrative expense is a one-time bonus expense of approximately $1.5 million
for the successful completion of the Merger.



Other income, net. for the three months ended September 30, 2022other income, net increased by 236 thousand dollars to me 235 thousand dollars for 2022 compared to one thousand dollars Of other expenses, net in 2021. The increase was primarily attributable to miscellaneous receipts and asset sales.

for the nine months ended September 30, 2022other income, net decreased by
1.334 thousand dollars to me 240 thousand dollars for 2022 compared to 1.574 thousand dollars in 2021. The decrease was primarily due to the recognition of a Paycheck Protection Program (PPP) loan during the first and second quarters of 2021.




Change in fair value of warrant liabilities. For the three months ended
September 30, 2022, change in fair value of warrant liabilities decreased by
$1,130 thousand to $(1,130) thousand of other (income) expense in 2022 as
compared to $0 in 2021. This increase was due to the change in mark-to-market
value of the public warrants assumed by the Company in the Business Combination.



For the nine months ended September 30, 2022, change in fair value of warrant
liabilities decreased by $1,130 thousand to $(1,130) thousand of other (income)
expense in 2022 as compared to $0 in 2021. This increase was due to the change
in mark-to-market value of the public warrants assumed by the Company in the
Business Combination.



Interest expense, net. For the three months ended September 30, 2022, interest
expense, net increased by $1,179 thousand to $1,402 thousand for 2022 as
compared to $223 thousand in 2021. Interest expense, net increased due to an
increase in indebtedness entered into by the Company during the third and fourth
quarter of 2021.



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For the nine months ended September 30, 2022, interest expense, net increased by
$2,696 thousand to $3,058 thousand for 2022 as compared to $362 thousand in
2021. Interest expense, net increased due to an increase in indebtedness entered
into by the Company during the third and fourth quarter of 2021.



Liquidity and capital resources

From September 30, 2022we had $35,928,218 cash and the like. Cash equivalents consist of money market funds.

Significant sources and uses of cash during the first nine months of 2022.


Sources of cash:


? We have received net proceeds of $53.3 million of debt financing and equity, net

   of equity issuance costs.




Uses of cash:



? Cash used in operating activities $31.5 millionwhich included $19.1

million investment in working capital.

? Cash used in investment activities for capital expenditures $6.8 million.

? The cash used to finance activities was to pay off debt obligations $17.9

   million




Future sources and uses of cash. Our capital requirements will depend on many
factors, including sales volume, the timing and extent of spending to support
R&D efforts, investments in technology, the expansion of sales and marketing
activities, and market adoption of new and enhanced products and features. To
date, our principal sources of liquidity have been proceeds received from the
issuance of debt and equity funding and cash flow from our operations.



Currently, the Company does not generate sufficient revenue from its sales of
subsea robots, services, and software to cover operating expenses, working
capital and capital expenditures. We may raise additional funding to finance our
operations and to execute our growth objectives. This additional funding may be
obtained through the issuance of debt or equity securities.



indebtedness. Company’s indebtedness September 30, 2022 is shown in the first item, ‘Financial statements – note 5 – payment vouchers’ and lease liabilities are shown in the first item, ‘financial statements – note 6 – rents’.

balance sheet arrangements

From September 30, 2022We had no material off-balance sheet arrangements.

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