SEC Form SC 13D/A filed by Nauticus Robotics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NAUTICUS ROBOTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
63911H108
(CUSIP Number)
Dianne Ralston
Chief Legal Officer and Secretary
Schlumberger Limited
5599 San Felipe
Houston, Texas 77056
(713) 513-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 4, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☒
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 63911H108
| 1. |
Names of Reporting Persons
Schlumberger N.V. (Schlumberger Limited) | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
CURAÇAO | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
8,682,920* | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
8,682,920* | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,682,920* | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
17.4%+ | |||||
| 14. | Type of Reporting Person
CO | |||||
| * | Excludes 1,981,164 additional shares of Common Stock that Schlumberger Technology Corporation (“STC”) has the right to receive if, on or before December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement (as defined in Item 3). |
| + | Based on 50,035,824 shares of Common Stock outstanding as of November 14, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023. |
CUSIP No. 63911H108
| 1. |
Names of Reporting Persons
Schlumberger B.V. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
8,682,920* | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
8,682,920* | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,682,920* | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
17.4%+ | |||||
| 14. | Type of Reporting Person
CO | |||||
| * | Excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement (as defined in Item 3). |
| + | Based on 50,035,824 shares of Common Stock outstanding as of November 14, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2023. |
CUSIP No. 63911H108
| 1. |
Names of Reporting Persons
Schlumberger Holdings Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware, United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
8,682,920* | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
8,682,920* | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,682,920* | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
17.4%+ | |||||
| 14. | Type of Reporting Person
CO | |||||
| * | Excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement (as defined in Item 3). |
| + | Based on 50,035,824 shares of Common Stock outstanding as of November 14, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2023. |
CUSIP No. 63911H108
| 1. |
Names of Reporting Persons
Schlumberger Technology Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Texas, United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
8,682,920* | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
8,682,920* | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,682,920* | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
17.4%+ | |||||
| 14. | Type of Reporting Person
CO | |||||
| * | Excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement (as defined in Item 3). |
| + | Based on 50,035,824 shares of Common Stock outstanding as of November 14, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2023. |
AMENDMENT NO. 1 TO SCHEDULE 13D
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Schlumberger N.V. (Schlumberger Limited) (“SLB”), Schlumberger B.V. (“SBV”), Schlumberger Holdings Corporation (“SHC”) and Schlumberger Technology Corporation (“STC”) on November 2, 2023. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4. Purpose of Transaction
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
On April 4, 2024, the parties to the Agreement and Plan of Merger (the “3D Merger Agreement”), dated as of October 2, 2023, by and among the Issuer, Merger Sub, and 3D mutually agreed to terminate the 3D Merger Agreement (the “Termination”). As a result of the Termination, the previously disclosed Director Designation Letter Agreement and Company Stockholder Support Agreement were terminated.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
| (a) | As of the date hereof, STC directly holds 8,682,920 shares of Common Stock, constituting approximately 17.4% of the outstanding shares of Common Stock, based on 50,035,824 shares of Common Stock outstanding as of November 14, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2023. Since SHC controls STC, it is deemed to beneficially own the shares of Common Stock held directly by STC. Since SBV controls SHC, it is deemed to beneficially own the shares of Common Stock held directly by STC. Since SLB controls SBV, it is deemed to beneficially own the Common Stock held directly by STC. Such beneficial ownership excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement. |
| (b) | SLB, SBV, SHC and STC have shared voting power and shared dispositive power over the shares of Common Stock held directly by STC. |
| (c) | There have been no transactions in the shares of Common Stock effected by the Reporting Persons in the past 60 days. |
| (d) | The Reporting Persons have the right to receive distributions from, or proceeds from the sale of, the Common Stock reported herein. Except as set forth in the preceding sentence, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.
Date: April 8, 2024
| Schlumberger N.V. (Schlumberger Limited) | ||
| By: | /s/ Samantha Blons | |
| Name: | Samantha Blons | |
| Title: | Assistant Secretary | |
| Schlumberger B.V. | ||
| By: | /s/ Eileen Hardell | |
| Name: | Eileen Hardell | |
| Title: | Secretary | |
| Schlumberger Holdings Corporation | ||
| By: | /s/ Jeanne Morrissette | |
| Name: | Jeanne Morrissette | |
| Title: | Treasurer | |
| Schlumberger Technology Corporation | ||
| By: | /s/ Arindam Bhattacharya | |
| Name: | Arindam Bhattacharya | |
| Title: | Vice President | |