S-1 1 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on August 28, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEXTBOAT INC.

(Exact name of registrant as specified in its charter)

Nevada

3730

33-2636992

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

1701 Jel Wade Dr,
Wilmington,
NC 28401

Tel: (910) 772-9277

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian S John

Chief Executive Officer

NextBoat Inc.

1701 Jel Wade Dr,
Wilmington,
NC 28401

Tel: (910) 772-9277

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Arthur S. Marcus, Esq.

Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 26th Floor
New York, New York 10036
Telephone: (212) 930-9700

Richard A. Friedman, Esq.

Stephen A. Cohen, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112

Telephone: (212) 653-8700

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED August 28, 2026

4,000,000 Shares

Common Stock

Up to 1,250,000 Shares of Common Stock underlying the MarineMax Warrants

NextBoat Inc.

This is a firm commitment public offering of an aggregate of 4,000,000 shares of common stock, par value $0.001 per share, of NextBoat Inc., a Nevada corporation, consisting of 3,400,000 shares to be issued and sold by us (the “Company Shares”) and 600,000 shares to be offered by existing selling stockholders (the “Selling Stockholder Shares”).

Certain selling stockholders named in this prospectus (the “Selling Stockholders”) are offering 600,000 Selling Stockholder Shares in the underwritten offering, representing approximately $3,000,000 in aggregate gross proceeds to the Selling Stockholders based on the assumed public offering price. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares. Separately, we are registering for resale by MarineMax, Inc. (“MarineMax”) up to 1,250,000 shares of our common stock issuable upon exercise of warrants to purchase up to 1,250,000 shares of our common stock (the “MarineMax Warrants” and such shares, the “Warrant Shares”). The Warrant Shares may be offered by MarineMax from time to time in separate resale transactions and are not part of the underwritten offering. See “Selling Stockholders and Selling Securityholders.”

Our common stock is listed on New York Stock Exchange American Exchange (“NYSE American”) under the symbol “NXB”. We have assumed a public offering price of $5.00 per share. The actual offering price for the Company Shares and Selling Stockholder Shares will be determined between us, the Selling Stockholders and the underwriters at the time of pricing and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final price of the underwritten offering. The MarineMax Warrants and Warrant Shares will not have a price set in the underwritten offering and may be resold by MarineMax at fixed prices, at prices then prevailing, at prices related to prevailing market prices or at negotiated prices. On August 27, 2026, the reported closing price of our common stock was $2.14 per share.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

After completion of the underwritten common stock offering, Mr. Jason Ruegg, our founder, President and Chairman of our board of directors, will beneficially own 45.4% of our total issued and outstanding shares of common stock and total voting power, assuming the option to purchase additional shares of common stock is not exercised by the representative. This calculation does not give effect to any issuance or exercise of the MarineMax Warrants or any resulting Warrant Shares.

Investing in our common stock involves a high degree of risk. Before buying any common stock, you should carefully read the discussion of the material risks of investing in our common stock under the heading “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to us, before expenses	$	$
Proceeds to the Selling Stockholders, before expenses	$	$

(1)	Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 61 for additional information regarding underwriters’ compensation.

We have granted a 45-day option to the representative of the underwriters to purchase up to 600,000 additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2026.

ThinkEquity

The date of this prospectus is , 2026

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		11
RISK FACTORS		13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		33
INDUSTRY AND OTHER DATA		35
USE OF PROCEEDS		35
DIVIDEND POLICY		36
CAPITALIZATION		36
SELLING STOCKHOLDERS AND SELLING SECURITYHOLDERS		37
DILUTION		38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		39
BUSINESS		41
MANAGEMENT		46
EXECUTIVE AND DIRECTOR COMPENSATION		48
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		50
PRINCIPAL STOCKHOLDERS		51
DESCRIPTION OF CAPITAL STOCK		52
SHARES ELIGIBLE FOR FUTURE SALE		54
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK		56
UNDERWRITING		61
LEGAL MATTERS		69
EXPERTS		69
INFORMATION INCORPORATED BY REFERENCE		69
WHERE YOU CAN FIND MORE INFORMATION		69

Neither we, the Selling Stockholders, MarineMax, nor the underwriter have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, including the common stock offered by us and the Selling Stockholders and the MarineMax Warrants and Warrant Shares offered by MarineMax, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of the securities offered hereby. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, the Selling Stockholders, MarineMax, nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus or any of the securities offered hereby in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered hereby and the distribution of this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated throughout this registration statement, the terms “NextBoat Inc.,” “NextBoat”, “NXB”, “we,” “us,” “our,” “our company,” “Company” and “our business” refer to NextBoat Inc.

PROSPECTUS SUMMARY

This summary highlights and is qualified in its entirety by the more detailed information contained elsewhere in this prospectus and in the documents incorporated by reference. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information Incorporated by Reference,” before making an investment decision.

Unless the context indicates otherwise, as used in this prospectus, the terms “we,” “us,” “our,” “our company,” “NXB” and “our business” refer to NextBoat Inc. and its affiliates.

NextBoat Inc. (“NXB” or the “Company”)

We are a premier yacht and boat dealership specializing in the buying, selling, and wholesaling of yachts and boats. Founded in 2012, we have grown into a go-to wholesaler in the industry, recognized for its innovation, expertise, and expansive operations. We have been named one of the 500 fastest-growing companies in the United States by Inc. 500 for two consecutive years and are consistently ranked as a Top 100 Dealer in the USA by Boating Industry, a magazine for boating professionals. Today, NXB generates over $120 million in annual boat and yacht sales, operating across eight locations with a team of 100 sales representatives who transact on more than 400 vessels each year. Our success is built on a commitment to excellence, emphasizing the hiring of highly skilled professionals who embody integrity and a passion for the boating industry. By prioritizing relationship-building and ensuring client satisfaction, NXB believes that we have established ourselves as the go-to wholesaler in the industry.

Our Business Model

We have a vertically integrated business model supported by a diverse portfolio of affiliates and marine-related business units, enabling us to offer a full-service experience across the entire lifecycle of used boats and yachts.

Our affiliates are:

● Off The Hook Yacht Sales, NC LLC (“OTHYS NC”): Specializing in the buying, selling, and wholesaling of yachts and boats.

● Azure Funding, LLC (“Azure Funding”): A recreational loan broker and lender providing financing solutions for individuals, dealerships, and brokerages.

● OTH Marine Asset Recovery LLC: A Florida limited liability company that specializes in the recovery, repossession, and remarketing of marine assets, including boats and yachts securing defaulted loans within our lending operations.

● OTH MD, LLC: A North Carolina limited liability company and wholly-owned subsidiary of Off the Hook YS, Inc., incorporated on February 13, 2026.

● Autograph Yacht Group Inc (AYG): Premier brokerage division based out of South Florida.

● Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively, “Apex Marine”): Wholly-owned subsidiaries acquired on May 13, 2026. Apex Marine is a Florida-based marine service, storage, and sales organization operating four South Florida facilities. Apex Marine holds authorized dealerships for Pursuit (Miami), Solace, and Fountain (Fort Pierce to Key West), haul-out capacity up to 150 metric tons and 130 feet, and comprehensive in-house teams for repair, refit, and refurbishment.

Our operating units include:

● We Buy Boats: WeBuyBoats.com is our website that focuses on the direct acquisition and resale of used vessels, which is owned by OTHYS NC.

● OTH Yacht Services: A service center that provides high-quality maintenance, repair, and support services, which is owned and operated by OTHYS NC.

● Marine Asset Recovery (MAR): A marine asset recovery unit specializes in the repossession and recovery of vessels, which is owned and operated by OTHYS NC.

● The Boat Center: Formerly the exclusive Yellowfin Miami dealership. Its business operations were transferred to OTH, and OTH Simon Marine YF, LLC was liquidated effective February 10, 2026 and is no longer part of the Company’s operating structure.

● NXB Customer Relationship Management (CRM): A proprietary patent pending technology platform for customer relationship management, data storage, and analysis, enhancing efficiency and decision-making across all operations, which is owned by OTHYS NC.

The synergies amongst these entities are central to NXB’s success, as they enable seamless operations and comprehensive services. Azure Funding, a recreational financing platform that provides loan brokerage, hard money lending, and processing services, primarily for marine buyers, supports both sales and repossession efforts by providing tailored financing solutions, while OTH Yacht Services ensures vessels remain in optimal condition. Marine Asset Recovery enhances resale opportunities through efficient repossession processes, and the business formerly operated through The Boat Center was transferred to OTH. By integrating these services, we maintain a streamlined and customer-focused approach.

Our business model encompasses expertise in acquiring and reselling pre-owned vessels, facilitating trades, and connecting buyers and sellers within the used boat market. WeBuyBoats.com, our proprietary lead-generation platform, serves as a national pipeline for high-quality inventory. The site attracts private sellers and dealers looking to quickly liquidate trade-in boats and pre-owned vessels. These leads directly fuel NXB’s wholesale and brokerage operations, supporting our volume-first, showroom-free model. Our comprehensive operations also include delivering maintenance and repair services through OTH Yacht Services, recovering marine assets via Marine Asset Recovery, and leveraging Azure Funding for financing solutions. Exclusive dealership partnerships, including the Yellowfin dealership operated through OTHYS NC, and the use of NXB CRM for advanced data-driven operations further enhance the business’s capabilities. Through our integrated operations and unwavering dedication to excellence, we believe that NXB continues to set the standard for the yacht and boat dealership industry.

Our Competitive Advantage

We believe the following key attributes make our company a compelling investment opportunity:

Proprietary AI-Driven CRM System, NextBoat AI (Patent Pending)

We believe our proprietary AI-powered CRM system is a game-changer in the used boat market. It continuously collects and analyzes data on every boat we bid on, purchase, and sell. With hundreds of thousands of data points, the system generates automated bid recommendations, minimizing human error and ensuring more informed decision-making.

This system empowers our brokers by providing instant access to crucial insights, including:

	●	What we’ve paid for similar boats.

	●	Past bids on comparable boats.

	●	Final selling prices of similar boats.

	●	Automated recommendations based on historical trends.

By consolidating all relevant data at the click of a button, our platform helps brokers make better, data-driven decisions, reducing costly mistakes and improving efficiency.

Wanted-To-Buy (WTB) Lead Matching

Our system also enables brokers to input “Wanted-To-Buy” (WTB) leads. For example, if a customer is looking for a 38’ Fountain, brokers can enter the specific details and preferences into the system. If we bid on a boat that meets those criteria, the system automatically alerts the broker and/or the customer. Additionally, brokers can configure automated emails to notify customers—even if they weren’t the ones who placed the bid—ensuring seamless lead follow-up.

We anticipate our network will expand to include hundreds (eventually thousands) of brokers and wholesalers nationwide, the system will process and match countless daily buy and sell leads, significantly increasing deal velocity and efficiency.

Comprehensive Broker Management & Performance Tracking

Beyond lead matching, our CRM system offers robust operational support, including:

	●	Automated commission calculations and payouts.

	●	Task and lead assignment functionalities.

	●	A dynamic broker ranking dashboard to encourage internal competition and performance tracking.

Recognized Brand. With over 14 years of proven results through buying and selling hundreds of millions of dollars in boats, we believe we are well-known among boating enthusiasts for service, performance, quality, and value.

Experienced Management Team. We have established a senior level team with many members having in excess of 20 years of experience in the marine industry, financial and operational management, and capital markets and public-company leadership. Members of our team have grown the Company since its founding in 2012. Our team has shown the ability to identify, execute, and integrate strategic acquisitions, expand our floorplan financing capacity, and grow our broker and dealership network. Our directive as a management team over the next few years will be to continue pursuing accretive acquisitions, scale our proprietary NextBoat AI CRM platform, and drive improvements across our sales, financing, and service operations.

Our Market Opportunity

The marine industry presents a significant and expanding market opportunity for us. We operate in the pre-owned yacht and boat sales market, with a growing presence in new boat sales, brokerage, financing, servicing, and asset recovery. NXB’s addressable market includes a wide range of boat categories, including center consoles, sportfish yachts, motor yachts, high-performance boats, and luxury vessels.

The U.S. recreational boating industry continues to experience strong growth, with annual sales of boats, marine products, and services totaling approximately $55.6 billion in 2024, according to the National Marine Manufacturers Association (NMMA). In recent years, pre-owned boat sales have consistently outpaced new boat sales, reflecting a shift in consumer preferences toward high-quality used boats at more competitive price points. We believe that this trend positions NXB as a key player in the growing secondary market.

There are several market trends that are driving expansion in NXB’s addressable market, including:

● Increased demand for pre-owned boats: The rising cost of new boats and supply chain constraints have fueled higher demand for pre-owned inventory, benefiting NXB’s wholesale and resale model.

● Growth in center console and offshore fishing boats: The center console segment has become one of the fastest-growing categories in the boating industry, as more buyers seek versatile, multi-purpose boats suited for both fishing and recreation.

● Rising participation in recreational boating: The post-pandemic surge in outdoor activities has led to record-high participation in recreational boating, with new buyers entering the market at unprecedented rates. This shift has expanded the customer base for both entry-level and high-end vessels.

● Technological advancements driving resale demand: Innovations in marine technology, such as improved fuel efficiency, onboard automation, and digital navigation systems, have shortened product cycles and increased the resale value of late-model boats, strengthening the pre-owned sales market.

● Shifting demographics and lifestyle preferences: Younger generations are increasingly entering the boating market, driving demand for affordable, high-quality used boats. Additionally, high-net-worth buyers are investing in larger, luxury yachts as part of a growing trend in high-end leisure experiences.

● Financial accessibility and alternative lending solutions: The expansion of boat financing and alternative lending options, including hard money loans through Azure Funding, has made boat ownership more accessible to a wider audience, further expanding NXB’s potential customer base.

● Expansion of online sales and digital marketplaces: The shift toward digital transactions and online boat sales platforms has created new opportunities for NXB to capture market share through WeBuyBoats.com, our brokerage network, and auction platform initiatives.

With a vertically integrated business model that spans wholesale, retail, financing, servicing, and repossession, NXB is uniquely positioned to capitalize on these trends and expand its footprint in the growing marine industry. As demand for pre-owned and new boats continues to rise, NXB stands at the forefront of this market opportunity, leveraging its expertise, nationwide network, and operational scale to drive sustained growth.

Our Business Strategy

We are executing a dynamic growth strategy focused on capital expansion, operational scaling, and an integrated business model that maximizes profitability across multiple revenue streams.

The Company’s current floorplan financing is personally guaranteed by our President, Jason Ruegg. While this structure has supported growth to date, it imposes a natural cap on our appetite for risk and limits our ability to fully leverage available financing. Upon completion of this offering, we intend to remove the personal guarantee, secure low-interest floorplan financing, and utilize institutionally backed credit facilities. This shift is expected to significantly expand our borrowing capacity—currently $60 million in floorplan financing in 2026 and beyond, which will enable NXB to pursue larger inventory acquisitions and strategic expansion without the constraints of personal risk exposure. There can be no assurance that such alternate financing will be available on terms acceptable to us. We believe this transition is a key catalyst for unlocking the next phase of scalable growth and market leadership.

1. Purchase Discounted Boats to Wholesale

A fundamental pillar of our strategy is leveraging shifts in supply and demand to acquire boats at discounted rates. Many new boat dealerships are overstocked and lack floorplan capital, forcing them to turn away used boat trade-ins and manufacturer offers, creating an opportunity for NXB to purchase inventory at below-market prices. We strive to maintain the same rate of inventory turnover as we increase our floorplan capacity, ensuring that growth in purchasing power translates into scale rather than slower-moving inventory.

2. Capital Expansion & Floorplan Growth

By expanding floorplan financing from $25MM to $60MM+ in 2026, NXB expects to have the liquidity to hold inventory longer, eliminating premature liquidations and allowing for more strategic acquisitions. This increase in capital is intended to remove prior constraints tied to personal risk tolerance and provide the flexibility needed to secure high-value boats at optimal pricing.

3. Scaling NXB & WeBuyBoats.com

We believe that NXB and WeBuyBoats.com are positioned to become the “Carvana” of the used boat industry, offering a seamless, hassle-free experience for customers looking to sell their boats. WeBuyBoats is a website owned by OTHYS NC. Proprietary software will streamline transactions by matching buyers with sellers, while an integrated auction platform will provide additional liquidity for customers and aged inventory. These innovations will increase efficiency, improve customer experience, and drive higher transaction volumes.

4. Strengthen Market Position with Dealership Acquisitions

Strategic acquisitions of underperforming dealerships will further expand NXB’s market presence. By acquiring struggling dealerships at discounted valuations, NXB can integrate them into its synergistic business model and position them for long-term success. This will enable us to scale operations while improving dealership profitability.

5. Invest in Marina Acquisitions to Enhance Operations

Acquiring marinas in key locations will strengthen NXB’s infrastructure by consolidating operations, reducing storage and docking costs, and creating exclusive service hubs for customers. These marinas will serve as strategic assets, offering additional revenue streams through leasing, storage, and premium service options, further reinforcing NXB’s market dominance.

6. Integrated Ecosystem & Revenue Diversification

The expansion of NXB’s ecosystem will generate multiple revenue streams from each boat transaction, including financing, warranties, and hard money lending. Marine Asset Recovery (MAR) will handle repossessions for defaulted loans, seamlessly reintegrating repossessed inventory into NXB’s sales channels. This closed-loop system is designed to ensure profitability at every stage of the transaction cycle, creating an advantage that traditional banks and independent dealerships cannot replicate.

7. Advance Technology with Enhanced CRM & Data Analytics

Investments in NXB’s proprietary CRM system will optimize sales processes, enhance decision-making, and improve overall operational efficiency. By leveraging data-driven insights, the Company can refine inventory management, improve customer targeting, and maximize return on investment. Automation and predictive analytics will further streamline workflow, creating a more agile and scalable business model.

8. Scale Repossession and Asset Recovery Infrastructure

Expanding Marine Asset Recovery (MAR) will enable NXB to handle a significantly higher volume of repossessions, with the capacity to process hundreds of recovered vessels per month. These repossessed boats will be stored, serviced, and ultimately resold through NXB’s established channels, maximizing asset recovery values while reinforcing the Company’s competitive position.

9. Optimize Capital Structure to Reduce Reliance on Floorplan Financing

By raising additional capital, NXB will increase its purchasing power while reducing reliance on high-interest floorplan financing. This shift will lower financing costs, improve cash flow, and provide greater flexibility in pricing strategy. The ability to purchase inventory outright will enhance profitability and market agility, ensuring NXB remains ahead of industry trends.

10. Expand Nationwide Broker Network and Physical Locations

Scaling operations to 100 brokers and wholesalers by 2026 will drive inventory turnover and significantly increase brokerage sales. In addition, expanding the physical footprint with new locations in high-demand regions will enhance accessibility for customers and further solidify NXB’s presence in key markets. This will fuel wholesale, and our finance arm Azure Funding provides boat loans to customers which in turn fuels wholesale. The Company completed the acquisition of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC on May 13, 2026, and also completed the acquisition of Bellhart Marine Group, LLC and its affiliated entities on May 22, 2026.

11. Strengthen Brand and Marketing Presence

Increasing marketing efforts will play a crucial role in expanding NXB’s customer base. A combination of enhanced digital marketing, lead generation, and traditional advertising will drive brand awareness and lead conversion. Strengthening the Company’s online presence and platform capabilities will further attract high-value buyers and sellers, reinforcing NXB’s position as a premier yacht and boat dealership.

12. Increase New Boat Sales Through Strategic Acquisitions

Acquiring a new boat dealership generating $65–75MM annually will establish NXB as a major player in the new boat sales market. This acquisition will expand relationships with manufacturers, allowing NXB to diversify its inventory while tapping into an additional high-margin revenue stream. We currently do not have any definitive agreements in place.

13. Strategic Partnerships

On June 25, 2026, the Company’s subsidiary, Off The Hook Yacht Sales NC, LLC, entered into a Strategic Partnership and Revenue Sharing Agreement with MarineMax, Inc., the world’s largest recreational boat and yacht retailer. Pursuant to the agreement, the parties will collaborate on pre-owned vessel transactions, financing, insurance and related services, including through the use of the Company’s proprietary NextBoat AI Platform. As additional consideration, the Company has agreed to issue to MarineMax warrants to purchase up to 1,250,000 shares of common stock of the Company at exercise prices ranging from $3.25 to $7.00 per share, subject to vesting terms set forth in the agreement and the separate Warrant Agreement. The partnership has an initial term of five years and may be terminated by either party upon 90 days’ prior written notice. The Company believes this partnership will significantly expand its transaction volume, customer reach, and revenue opportunities by leveraging MarineMax’s extensive retail origination platform alongside the Company’s proprietary AI-driven valuation and transaction technology.

14. Launch New High-Margin Services

The introduction of warranty sales and auction services will create new revenue opportunities while enhancing customer retention. These offerings will provide additional financial security for buyers while enabling NXB to monetize inventory through multiple sales channels. By adding these services, NXB will further differentiate itself from competitors and strengthen its comprehensive service model.

In September 2025, NXB launched a premium yacht brokerage division, Autograph Yacht Group, focused exclusively on the high-end segment of the market. This new division features luxury yacht inventory, experienced brokers specializing in premium transactions, and select partnerships with prestigious boat brands. By establishing a dedicated platform for high-value clients, NXB intends to expand its market reach, capture higher-margin sales, and further elevate its brand positioning within the marine industry.

In parallel, we plan to integrate a full suite of support services into the platform, including shipping and logistics coordination, in-house financing through Azure Funding, and optional documentation and escrow services for buyers utilizing Azure. Additionally, the platform will offer advertising opportunities for marine-related service providers—such as insurance agents, surveyors, and transport specialists—creating a comprehensive ecosystem for boat buyers and sellers. We believe this end-to-end infrastructure will provide unmatched convenience and transparency, while positioning NXB as the leading digital marketplace in the marine industry.

15. Marina Division

Our marina division intends to make strategic marina purchases across the country, which will give our entities “free” locations to work from. We believe we can build out this model across the USA by contracting boat yards based on their current income, and then getting them permitted for 3-4 boat high dry stack facilities. This turns into passive income for the business, and would give our brokers locations to work out of and facilities for repairs, maintenance and showcase of inventory.

This is very different from our competitors model where they have very expensive brick and mortar locations that depend almost solely on boat sales to pay the mortgage. Our marinas are expected to have 12-20% cap rates without our boat sales which we believe will make them very good investments for the Company, which will also help fuel boat sales due to there being a captive audience of customers at each location.

Corporate Structure and Background

NextBoat Inc. (“NXB” or the “Company”) is a Nevada holding company formed on January 3, 2025. The Company has no independent operations and conducts all of its business through its wholly-owned subsidiaries, which are engaged in the retail sale, brokerage, and servicing of new and pre-owned boats, yachts, and trailers, and in arranging related financing and insurance products.

The Company was formerly known as Off The Hook YS Inc. and traded on the NYSE American under the ticker symbol “OTH”. Effective May 29, 2026, the Company completed a corporate rebrand, changing its name to NextBoat Inc. and its ticker symbol to “NXB”, reflecting its evolution from a traditional yacht brokerage business into a technology-driven platform focused on the pre-owned boat market.

In connection with the Company’s initial public offering (“IPO”), which closed on November 14, 2025, the Company completed a corporate reorganization pursuant to which the holders of equity interests in Off the Hook Yacht Sales NC, LLC and Azure Funding, LLC consolidated their ownership interests under the Company, and each of those entities became a wholly-owned subsidiary of the Company. Additionally, pursuant to the Amended and Restated Agreement for the Purchase and Sale of Capital Stock dated October 31, 2025 (the “Amended SPA”), Off The Hook Acquisition Corp, a Florida corporation, acquired shares of common stock of the Company representing 25% of the then-outstanding shares for aggregate consideration of $3 million paid directly to the former equity holders.

The Company currently conducts its operations through the following subsidiaries:

●	Off The Hook Yacht Sales NC, LLC, a North Carolina limited liability company (yacht and boat sales, brokerage, and servicing);
●	Azure Funding, LLC, a North Carolina limited liability company (recreational loan brokerage and lending);
●	OTH Marine Asset Recovery LLC, a Florida limited liability company (marine asset recovery and remarketing);
●	Autograph Yacht Group Inc., a Florida corporation (premier yacht brokerage);
●	Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC, each a Florida limited liability company (marine dealership, service, storage, and sales), acquired on May 13, 2026;
●	OTH MD, LLC, a North Carolina limited liability company; and
●	Bellhart Marine Group, LLC, a North Carolina limited liability company.

Effective February 10, 2026, OTH Simon Marine YF, LLC (“Boat Center”) was liquidated and is no longer part of the Company’s operating structure. On May 13, 2026, the Company completed the acquisition of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively, “Apex Marine”) for aggregate consideration of approximately $6.0 million, consisting of (i) $1.2 million in cash, (ii) 679,012 shares of the Company’s common stock valued at approximately $1.8 million, and (iii) two promissory notes in the aggregate principal amount of approximately $3.0 million. The Company also completed the acquisition of Bellhart Marine Group, LLC and its affiliated entities, a marine service, refit, and mechanical services platform, on May 22, 2026.

For additional information regarding the Company’s organizational history and the corporate reorganization completed in connection with the IPO, see Note 1, “Nature of Business and Organization,” to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference herein.

Corporate Information

Our principal executive office is located at 1701 J.E.L Wade Drive, Wilmington, NC. 28401 and our telephone number is (910) 772-9277. We maintain our corporate website at www.nextboat.com. The information contained in, or accessible through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Summary of Risk Factors

Risks Relating to Our Business

	●	The yacht and boat sales industry is highly sensitive to macroeconomic conditions and may experience severe fluctuations.
	●	Fluctuating interest rates may adversely impact NXB’s ability to procure financing.
	●	Improper handling of inventory could cause overstocking or inventory shortages.
	●	Our success depends to a significant extent on our manufacturers, and the loss of certain manufacturers could have an adverse effect on our business, financial condition, and results of operations.
	●	Our business, as well as the entire retail marine industry, is highly seasonal, with seasonality varying in different geographic markets.
	●	Other recreational activities, poor industry perception, real or perceived human health or safety risks, changing consumer attitudes and environmental conditions can adversely affect the levels of boat purchases.
	●	We depend on our ability to attract and retain customers.
	●	We depend on income from financing, insurance and extended service contracts.
	●	Our operations are dependent upon key personnel and team members.
	●	Customer trust and reputation are crucial in the yacht sales industry.

Industry & Competitive Risks

	●	We face intense competition.
	●	Demand in the powerboat industry is highly volatile.
	●	General economic conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations.
	●	We face substantial supplier and inventory acquisition risks
	●	Climatic events may adversely impact our operations, disrupt the business of our third party vendors on whom we rely upon for products and services, and may not be adequately covered by our insurance.

Risks Related to Regulatory & Compliance Challenges

	●	Environmental and other regulatory issues impact our operations from time to time.
	●	We have established online marketplaces and a failure in such online operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.
	●	We may be exposed to lawsuits from time to time, which could affect us adversely.

Risks Related to Intellectual Property

	●	A significant portion of our intellectual property is not protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidates, and brands.
	●	Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
	●	We may need to defend ourselves against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.

Risks Relating to This Offering

	●	The price of our common stock may be volatile, and purchasers of our common stock could incur substantial losses.
	●	A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
	●	The market price of our common stock may be highly volatile, and you could lose all or part of your investment.
	●	For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.
	●	If you purchase our common stock in the offering, you will suffer immediate and substantial dilution of your investment.
	●	We have broad discretion in the use of our net proceeds from the common stock sold in the offering and may not use them effectively.
	●	We do not intend to pay dividends on our common stock and consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.
	●	Future issuances of debt securities, which would rank senior to our common stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.
	●	Resales of Warrant Shares underlying the MarineMax Warrants may adversely affect the market price of our common stock and dilute existing holders.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the federal securities laws. As an emerging growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

	●	the requirement that we provide only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

	●	reduced disclosure about our executive compensation arrangements;

	●	an exemption from the requirement that we hold a non-binding advisory vote on executive compensation or golden parachute arrangements; and

	●	an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold securities.

Implications of Being a Smaller Reporting Company

We also qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, and to the extent we continue to qualify as a “smaller reporting company,” after we cease to qualify as an “emerging growth company,” certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited financial statements, instead of three years.

THE OFFERING

Common Stock offered by us in the underwritten offering		3,400,000 shares.

Common Stock offered by existing Selling Stockholders in the underwritten offering		600,000 shares.

Warrant Shares offered by MarineMax		Up to 1,250,000 shares of common stock issuable upon exercise of the MarineMax Warrants (the “Warrant Shares”) in separate resale transactions by MarineMax. The Warrant Shares are not part of the underwritten offering.

Over-allotment option		We have granted the representative an option for a period of 45 days from the date of this prospectus to purchase an additional 600,000 shares of common stock at the public offering price (less underwriting discounts and commissions) to cover over-allotments, if any.

Common Stock outstanding immediately before the offering		25,142,895 shares.

Common Stock to be outstanding after this offering ⁽¹⁾		28,542,895 shares (or 29,142,895 shares if the representative exercises the option to purchase additional shares from us in full).

Use of Proceeds		We currently intend to use the net proceeds from our sale of the 3,400,000 Company Shares in the underwritten offering, together with our existing cash and cash equivalents, as follows: (1) servicing our floorplan; (2) advertising and marketing of our inventory; and (3) working capital. We will not receive any proceeds from the sale of the Selling Stockholder Shares or from MarineMax’s resale of the MarineMax Warrants or Warrant Shares. We may receive cash exercise proceeds if any MarineMax Warrants are exercised for cash, but not if they are exercised on a net or cashless basis. See “Use of Proceeds” on page 35.

Lock-up agreements		We have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge, or otherwise dispose of any of our common stock or securities convertible into or exercisable or exchangeable for common stock, or to file or cause to be filed any registration statement with the Commission relating to any such securities, for a period of 90 days after the date of this prospectus, without the prior written consent of the representative. See “Underwriting” section on page 61. In addition, all of our directors and officers have agreed to enter into customary “lock-up” agreements with the underwriter, pursuant to which they have agreed not to offer, sell, contract to sell, pledge, or otherwise dispose of any securities of the Company for a period of 90 days following the closing date of this offering, without the prior written consent of the representative. The MarineMax Warrants and Warrant Shares are not part of the underwritten offering and are subject to any applicable transfer restrictions in the Warrant Agreement.

Risk factors		See “Risk Factors” on page 13 for a discussion of certain factors to consider carefully before deciding to purchase any shares of our common stock.

NYSE American Symbol		“NXB”

(1)	The number of shares of our common stock to be outstanding upon completion of this offering is based on 25,142,895 shares of our common stock outstanding as of the date of this prospectus, and excludes:

	●	6,000,000 shares of our common stock reserved under our First Amended and Restated 2025 Equity Incentive Plan (the “2025 Plan”) for future issuance;
	●	up to 285,714 shares of common stock issuable upon conversion of the Greentree convertible note at a conversion price of $1.785;
	●	100,000 Greentree warrants exercisable for up to 100,000 shares of common stock at an exercise price of $1.785;
	●	up to 1,250,000 Warrant Shares issuable upon exercise of the MarineMax Warrants at exercise prices ranging from $3.25 to $7.00 per share (weighted average exercise price of $4.95 per share assuming the 1,250,000-share cap is reached), which are being registered for resale by MarineMax and are subject to vesting and other terms of the Warrant Agreement;
	●	3,255,100 shares of common stock issuable upon vesting and settlement of unvested restricted stock units outstanding as of August 24, 2026;
	●	10,000 shares of common stock issuable upon exercise of stock options, all of which vested immediately, at a weighted average exercise price of $2.54 per share;
	●	up to 230,000 shares of common stock issuable upon exercise of the representative’s warrants at an exercise price of $6.25 per share, including shares issuable upon exercise of the representative’s over-allotment option.

Unless otherwise indicated, this prospectus reflects and assumes (i) no exercise by the representative of its over-allotment option and (ii) no issuance, exercise, vesting or settlement of the outstanding derivative securities described above, including warrants, convertible securities, options and restricted stock units.

SUMMARY FINANCIAL DATA

The Company’s historical financial information is contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, each incorporated by reference under “Information Incorporated by Reference.” To avoid duplicative disclosure, we do not reproduce summary financial data or the financial statements and related notes contained in those reports in this prospectus. Historical results are not necessarily indicative of results to be expected in any future period.

	December 31,			December 31,			June 30,			June 30,
	2025			2024			2026			2025
	(audited)			(audited)			(unaudited)			(unaudited)
Summary Statements of Operations Data
Revenue	$	119,866,298		$	98,995,562		$	88,906,943		$	58,586,843
Cost of revenue		(108,400,082	)		(90,214,652	)		(75,009,541	)		(50,296,398	)
Total operating expenses		(11,003,304	)		(6,096,987	)		(17,799,344	)		(6,357,355	)
Income (Loss) from operations		462,912			2,683,923			(3,901,942	)		1,933,090
Other (expense) income		(205,423	)		(69,778	)		92,126			27,037
Interest expense		(2,261,241	)		(1,622,461	)		(1,726,231	)		(1,116,512	)
Total other expense		(2,466,664	)		(1,692,239	)		(1,634,105	)		(1,089,475	)
(Loss) profit before income taxes		(2,003,752	)		991,684			(5,536,047	)		843,615
Income tax benefit (expenses)		131,955			-			(1,150	)		-
Net (Loss) Income		(1,871,797	)		991,684			(5,537,197	)		843,615

	As of June 30, 2026
				*Pro Forma*			Pro Forma
	Actual			as Adjusted (1)			as Adjusted (2)
	(unaudited)			(unaudited)			(unaudited)
Summary Balance Sheet Data
Cash and cash equivalents	$	7,737,601		$	7,737,601		$	23,212,601
Total assets	$	100,493,104		$	100,493,104		$	115,968,104

Total non-current liabilities	$	19,954,082		$	19,954,082		$	19,954,082
Total liabilities	$	88,435,002		$	88,435,002		$	88,435,002

Common stock	$	25,084		$	25,143		$	28,543
Additional paid-in capital		23,723,649			23,723,590			39,195,190
Common stock payable		350,000			350,000			350,000
Accumulated deficit		(11,840,024	)		(11,840,024	)		(11,840,024	)
Non-controlling interest		(200,607	)		(200,607	)		(200,607	)

Total stockholders’ equity	$	12,058,102		$	12,058,102		$	27,533,102
Total liabilities and stockholders’ equity	$	100,493,104		$	100,493,104		$	115,968,104

	(1)	The as adjusted balance sheet data set forth in the table above gives effect to the Company issued an aggregate of 58,767 shares of common stock upon the vesting and settlement of previously granted restricted stock units on July 13, 2026.

	(2)	The as adjusted balance sheet data set forth in the table above gives effect to the sale of shares in this offering, based upon the public offering price of $5.00 per share, after deducting the underwriting discounts and commissions and $335,000 of estimated offering expenses.

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus and in the documents incorporated by reference, including our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, before deciding whether to invest in our common stock. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of the factors described below and in our incorporated reports.

Risks Relating to Our Business

The yacht and boat sales industry is highly sensitive to macroeconomic conditions and may experience severe fluctuations.

The yacht and boat sales industry is highly sensitive to macroeconomic conditions, including GDP growth, interest rates, consumer confidence, and discretionary spending. During economic downturns, consumers may postpone or forego luxury purchases like yachts and boats, which could result in lower sales and reduced profit margins. Similarly, fluctuations in financial markets, employment levels, and inflation rates may influence consumer behavior and financing availability. Higher interest rates or tightened credit markets could reduce the affordability of boat purchases, especially for discretionary or financed transactions, leading to lower overall demand for new and pre-owned vessels. Similarly, rising inflation or economic uncertainty may lead consumers to delay or reduce spending on high-ticket leisure items such as boats.

Fluctuating interest rates may adversely impact NXB’s ability to procure financing.

Many boat purchases are financed through loans, making interest rate movements a key factor in affordability. Rising interest rates increase borrowing costs for customers, potentially reducing demand for financed purchases. Additionally, changes in bank lending standards and credit availability could impact NXB’s financing operations through Azure Funding, affecting loan approvals and customer affordability.

Improper handling of inventory could cause overstocking or inventory shortages.

Managing inventory is critical to our business model. Holding excess inventory can tie up capital and increase carrying costs, while inadequate liquidity may limit the ability to take advantage of high-value acquisitions. NXB actively monitors market conditions to balance inventory levels, optimize turnover, and maintain financial flexibility. However, if demand fluctuates unexpectedly, there is a risk of overstocking or inventory shortages.

Our success depends to a significant extent on our manufacturers, and the loss of certain manufacturers could have an adverse effect on our business, financial condition, and results of operations.

We depend on our manufacturers for the sale of new boats. Sales of new boats from our two brands represents approximately 14% and 16% of total sales for the six months ended June 30, 2026 and 2025, respectively. Any adverse change in the reputation, product development efforts, technological advancement, manufacturing capabilities, supply chain and third-party suppliers and financial condition of our manufacturers and their respective brands, would have a substantial adverse impact on our business. Any difficulties encountered by our manufacturers resulting from economic, financial, or other factors could also adversely affect the quality and amount of new boats and products that they are able to supply to us and the services and support they provide to us.

Additionally, any interruption or discontinuance of the operations of our manufacturers, including due to, supply chain disruptions or shortages or bankruptcy or insolvency, could also cause us to experience shortfalls, disruptions, or delays with respect to new boats and inventory. During the course of the pandemic, a number of our manufacturers faced inventory shortages due to a combination of these facts as well as high demand. We also enter into renewable annual dealer agreements with manufacturers, and there is no guarantee that we will be able to renew such dealer agreements in the future. We may not be able to easily replace the loss of certain manufacturers or brands, including at the necessary quantity, quality or price, and the loss of certain manufacturers or brands may therefore have an adverse material effect on our business, results of operations and financial condition.

Boat manufacturers exercise control over our business.

We depend on our dealer agreements, which generally provide for renewable, one-year terms. Through dealer agreements, boat manufacturers exercise control over their dealers, restrict them to specified locations and retain approval rights over changes in management and ownership, among other things. The continuation of our dealer agreements with most manufacturers depends upon, among other things, our achieving stated performance goals for customer satisfaction ratings and market share penetration in the market served by the applicable marine retailer. Failure to meet performance goals and other conditions set forth in any existing or new dealer agreement could have various consequences, including the following:

●	the termination or nonrenewal of the dealer agreement;

●	the imposition of additional conditions in subsequent dealer agreements;

●	limitations on boat inventory allocations;

●	reductions in reimbursement rates for warranty work performed by the dealer;

●	loss of certain manufacturer-to-dealer incentives;

●	denial of approval of future acquisitions; or

●	the loss of exclusive rights to sell in the geographic territory.

These events could have a material adverse effect on our product availability, competitive position and financial performance.

Manufacturer recall campaigns could adversely affect our business.

Manufacturer recall campaigns could adversely affect our new and pre-owned boat sales or customer residual trade-in valuations, could cause us to temporarily remove boats from our inventory, could force us to incur increased costs and could expose us to litigation and adverse publicity related to the sale of recalled boats, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our business, as well as the entire retail marine industry, is highly seasonal, with seasonality varying in different geographic markets.

Our business, along with the broader retail marine industry, is highly seasonal. Sales activity for both new and pre-owned boats generally peak during the spring and summer months, particularly in northern markets where boating is limited to warmer seasons. Conversely, sales tend to slow significantly during the fall and winter months, especially in colder climates. This seasonal variation affects not only transaction volume but also inventory turnover, revenue recognition, and cash flow.

Geographic markets experience seasonality differently. For example, southern coastal markets such as Florida and parts of the Gulf Coast often maintain year-round boating activity and sales, while northern regions such as the Northeast or Great Lakes are subject to more pronounced seasonal slowdowns. As we continue to expand our footprint nationally, we may experience increased variability in our operational and financial performance due to regional differences in seasonality.

This seasonality can impact our ability to forecast revenue and plan inventory purchases, staffing levels, and marketing expenditures. Additionally, seasonal fluctuations may become more pronounced during periods of economic uncertainty or adverse weather conditions, which could further reduce consumer activity and discretionary spending during peak sales windows.

Other recreational activities, poor industry perception, real or perceived human health or safety risks, changing consumer attitudes and environmental conditions can adversely affect the levels of boat purchases.

Demand for our products can be adversely affected by competition from other activities that occupy consumers’ time, including other forms of recreation as well as religious, cultural and community activities. In addition, real or perceived human health or safety risks from engaging in outdoor activities generally or boating activities specifically could deter consumers from purchasing our products. Local environmental conditions in the areas in which we operate dealerships could also adversely affect the levels of boat purchases, including adverse weather conditions or natural disasters. Changing trends and attitudes toward large discretionary purchases on the part of younger consumers in particular, who may prefer to share or borrow a boat rather than incur the expense of ownership, may impact our future sales. Further, as a seller of high-end consumer products, we must compete for discretionary spending with a wide variety of other recreational activities and consumer purchases. In addition, perceived hassles of boat ownership and customer service and customer education throughout the retail boat industry, which has traditionally been perceived to be relatively poor, represent impediments to boat purchases. We may attempt to shift the focus or product mix in response to changing consumer sentiments, but there is no guarantee that we will be successful.

Increases in fuel prices may adversely affect our business.

All of the recreational boats we sell are powered by gasoline or diesel engines. Consequently, a significant increase in the price or tax on the sale of fuel on a regional or national basis could have a material adverse effect on our sales and operating results. Increases in fuel prices may negatively impact boat sales. The price of or tax on fuels may significantly increase in the future, adversely affecting our business.

The availability of boat insurance is critical to our success.

The availability of boat insurance is critical to our success. The ability of our customers to secure reasonably affordable boat insurance that meets the requirements of lenders financing their purchases is essential to closing transactions in both our retail and wholesale channels. Historically, such insurance has been readily accessible and competitively priced.

However, as a severe storm approaches land, particularly in coastal regions, insurers often impose temporary underwriting moratoriums, halting the issuance of new policies. This can delay or derail transactions that are pending funding or delivery, particularly in peak sales periods. In addition, increased storm activity and broader climate-related risks have led to higher insurance premiums and more restrictive underwriting in certain markets, which may impact customers’ purchasing decisions or disqualify some buyers from obtaining financing.

If the cost or availability of boat insurance were to deteriorate significantly, either regionally or industry-wide, it could materially reduce the demand for boats and adversely impact our sales volume, financing operations through Azure Funding, and overall business performance.

We depend on our ability to attract and retain customers.

Our future success depends in large part upon our ability to attract and retain customers for our boat sales, repair and maintenance services, parts and accessories and finance & insurance products. The extent to which we achieve growth in our customer base and retain existing customers materially influences our profitability. Any number of factors could affect our ability to grow and maintain our customer base. These factors include consumer preferences, the frequency with which customers utilize our products, repair and maintenance services and finance & insurance products, general economic conditions, our ability to maintain our dealership locations, weather conditions, the availability of alternative services, protection plans, products and resources, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and the external perception of our brands. Any significant decline in our customer base, or the usage of our services, protection plans or products by our customers could have a material adverse effect on our business, financial condition and results of operations.

We depend on income from financing, insurance and extended service contracts.

A portion of our income results from referral fees derived from the placement or marketing of various finance & insurance products, consisting of customer financing, insurance products and extended service contracts, the most significant component of which is the participation and other fees resulting from our sale of customer financing contracts.

The availability of financing for our boat purchasers and the level of participation and other fees we receive in connection with such financing depend on the particular agreement between us and the lender and the current interest rate environment. Lenders may impose terms in their boat financing arrangements with us that may be unfavorable to us or our customers, resulting in reduced demand for our customer financing programs and lower participation and other fees. Laws or regulations may be enacted nationally or locally which could result in fees from lenders being eliminated or reduced, materially impacting our operating results. If customer financing becomes more difficult to secure, it may adversely impact our business.

Changes, including the lengthening of manufacturer warranties, may reduce our ability to offer and sell extended service contracts which may have a material adverse impact on our ability to sell finance and insurance products. Moreover, these products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect our business, results of operations and financial condition.

Although boat dealers are generally excluded from regulatory oversight under the Dodd-Frank Wall Street Reform and Consumer Protection Act, future changes in law could lead to additional, indirect regulation of boat dealers through its regulation of other financial institutions which provide such financing to our customers.

If interest rates rise, the fees we receive in connection with the financing may be limited or reduced as customers become more interest rate sensitive and the spreads that we are able to charge are compressed. The reduction of profit margins on sales of finance & insurance products or the lack of demand for or the unavailability of these products could have a material adverse effect on our operating margins.

Our operations are dependent upon key personnel and team members.

Our success depends, in large part, upon our ability to attract, train, and retain qualified team members and executive officers, as well as the continuing efforts and abilities of team members and executive officers. Although we have employment agreements with certain of our executive officers and management succession plans, we cannot ensure that these or other executive personnel and team members will remain with us, or that our succession planning will adequately mitigate the risk associated with key personnel transitions. Expanding our operations may require us to add additional executive personnel and team members in the future. As a result of our decentralized operating strategy, we also rely on the management teams of our marine retailers. In addition, we likely will depend on the senior management of any significant businesses we acquire in the future. The loss of the services of one or more key employees before we are able to attract and retain qualified replacement personnel could adversely affect our business. Additionally, our ability to manage our personnel costs and operating expenses is subject to external factors such as unemployment levels, prevailing wage rates, healthcare and other benefit costs, changing demographics and our reputation and relevance within the labor markets where we are located. Increases in the prevailing wage rates due to competitive market pressures or other factors could increase our personnel costs and operating expenses and have a material adverse effect on our business.

Customer trust and reputation are crucial in the yacht sales industry.

Customer trust and reputation are crucial in the yacht sales industry. Negative customer experiences, disputes over financing terms, warranty claims, or poor service execution could harm the NXB brand. The Company prioritizes transparency, high service standards, and long-term customer relationships to mitigate reputational risks.

If we cannot dispose of pre-owned boats acquired through our trade-in or direct purchase processes at prices that allow us to recover its costs, our profitability will be adversely affected.

The resale values of any pre-owned boats that we acquire through trade-ins or direct purchase may be lower than our estimates, which are based on expected retail sales prices. If the resale value of the pre-owned boats we acquire is lower than our estimates and/or we are not able to resell them timely or at all, it could have a material adverse effect on our business, results of operations and financial condition.

Additionally, certain pre-owned boats or other vehicles that we acquire through trade-ins may fail to meet our retail quality standards. Instead, we sell these units through a wholesale process. If the prices that we receive for our pre-owned boats sold in this process are not sufficient to cover the prices paid or credit given at trade-in for such pre-owned boats, it could have a material adverse effect on our business, results of operations and financial condition.

We rely on Floorplan Financing

NXB relies heavily on floorplan financing arrangements to acquire, hold, and sell inventory across its wholesale, brokerage, and new boat sales operations. These credit facilities allow us to fund the purchase of boats before they are sold to end customers, and are essential to maintaining a broad and competitive selection of inventory.

Any disruption to our access to floorplan financing, whether due to changes in lender underwriting criteria, rising interest rates, reductions in credit limits, or a tightening of capital markets, could materially impair our ability to stock sufficient inventory. This, in turn, may reduce sales volume, limit customer choice, and negatively affect our revenue and profitability.

As interest rates rise, the cost of carrying inventory through floorplan facilities also increases, which can compress margins or force changes to our pricing strategy. Additionally, if lenders impose more restrictive terms, require increased collateral, or reintroduce or increase personal guarantees, it may limit our ability to scale or capitalize on opportunistic bulk purchases.

The Company’s floorplan facility with Red Oak has a stated borrowing capacity of $60 million for new and used marine inventory.

Industry & Competitive Risks

We face intense competition.

We operate in a highly competitive and fragmented environment. In addition to facing competition generally from recreational businesses seeking to attract consumers’ leisure time and discretionary spending dollars, the recreational boat industry itself is highly fragmented, resulting in intense competition for customers, quality products, boat show space and suitable dealership locations. We rely to a certain extent on boat shows to generate sales. Our inability to participate in boat shows in our existing or targeted markets, including due to cancellations of boat shows, could have a material adverse effect on our business, financial condition and results of operations.

The yacht and boat sales industry is highly competitive, with NXB competing against large national dealerships, independent brokers, online marketplaces, and manufacturers selling directly to consumers. Some competitors have greater financial resources, larger inventories, or extensive marketing budgets, which could impact our market share.

Additionally, online sales platforms have transformed the industry, increasing competition from digital marketplaces. To remain competitive, NXB continuously invests in technology, customer service, and digital marketing strategies. However, our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.

Failure to implement strategies to enhance our performance could have a material adverse effect on our business and financial condition.

We are increasing our efforts to grow our distribution, repair and maintenance services, parts and accessories, and financing and insurance businesses to better serve our customers and thereby increase revenue and improve profitability as a result of these comparatively higher margin businesses. These efforts are designed to increase our revenue and reduce our dependence on the sale of new and pre-owned boats. In addition, we are pursuing strategic acquisitions to capitalize upon the consolidation opportunities in the highly fragmented recreational boat dealer industry by acquiring additional marine retailers and related operations and improving their performance and profitability through the implementation of our operating strategies. These business initiatives have required, and will continue to require, us to add personnel, invest capital, enter businesses or geographic regions in which we do not have extensive experience and encounter substantial competition. As a result, our strategies to enhance our performance may not be successful and we may increase our expenses or write off or impair such investments if not successful.

Demand in the powerboat industry is highly volatile.

Volatility of demand in the powerboat industry, especially for recreational powerboats and electric powerboats, may materially and adversely affect our business, prospects, operating results and financial condition. The markets in which we will be competing have been subject to considerable volatility in demand in recent periods. Demand for recreational powerboat and electric powerboat sales depends to a large extent on general, economic and social conditions in a given market. Historically, sales of recreational powerboats decrease during economic downturns. We have fewer financial resources than more established powerboat manufacturers to withstand adverse changes in the market and disruptions in demand.

General economic conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations.

Demand for premium boat brands has been significantly influenced by weak economic conditions, low consumer confidence, high unemployment, and increased market volatility worldwide, especially in the U.S. In times of economic uncertainty and contraction, consumers tend to have less discretionary income and tend to defer or avoid expenditures for discretionary items, such as our products. Sales of our products are highly sensitive to personal discretionary spending levels. Our business is cyclical in nature and its success is impacted by economic conditions, the overall level of consumer confidence and discretionary income levels. Any substantial deterioration in general economic conditions that diminishes consumer confidence or discretionary income may reduce our sales and materially adversely affect our business, financial condition and results of operations. We cannot predict the duration or strength of an economic recovery, either in the U.S. or in the specific markets where we sell our products. Corporate restructurings, layoffs, declines in the value of investments and residential real estate, higher gas prices, higher interest rates, and increases in federal and state taxation may each materially adversely affect our business, financial condition, and results of operations.

Consumers often finance purchases of our products. Although consumer credit markets have improved, consumer credit market conditions continue to influence demand, especially for boats, and may continue to do so. There continue to be fewer lenders, tighter underwriting and loan approval criteria, and greater down payment requirements than in the past. If credit conditions worsen, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in the sales of our products.

Policy changes affecting international trade could adversely impact the demand for our products and our competitive position.

Changes in government policies on foreign trade and investment can affect the demand for our products and services, impact the competitive position of our products and services or prevent us from being able to sell products and services in certain countries. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, economic sanctions, anti-boycott laws, exchange controls or new barriers to entry could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the Trump Administration has announced tariffs on certain imports from Canada, Mexico and the EU, among others, that could affect the demand for our products. Such tariffs and any retaliatory tariffs (including those announced by China, Canada and Mexico in March 2025) may put upwards pressure on prices in other jurisdictions from which we purchase product components, which could reduce our ability to offer competitive pricing to potential customers. We cannot predict what changes to trade policy will be made by the Trump Administration, the U.S. Congress or other governments, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business or the global economy. Changes in U.S. trade policy, or threat of such changes, have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import products or product components from countries where we currently purchase products or product components or sell products or services. Such changes, or threatened changes, to trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could materially and adversely affect our business, financial condition, results of operations and liquidity.

We face substantial supplier and inventory acquisition risks.

NXB sources boats from private sellers, dealers, repossession auctions, and trade-ins. Disruptions in any of these supply channels, such as manufacturer production delays, trade-in slowdowns, or lender policy changes affecting repossessions, could impact our ability to maintain an optimal inventory. Pricing volatility or limited availability in certain boat categories could also affect profit margins.

In addition, we rely on certain exclusive dealer agreements to source boats from specific manufacturers. For example, Off the Hook Yacht Sales NC, LLC is the exclusive dealer for Yellowfin Yachts LLC (“Yellowfin”) in North Carolina, and the exclusive dealer for Sportsman Boats Manufacturing, Inc (“Sportsman”) in South Carolina. These dealer agreements are renewed on a year-to-year basis and may be terminated by the manufacturers at any time. If any of these agreements are not renewed or are terminated, we could lose access to key products, which would have a material adverse effect on our business, results of operations, and financial condition.

We face marine asset and repossession risks.

Our Marine Asset Recovery (MAR) division provides a valuable inventory source through the acquisition and resale of repossessed boats. However, changes in lender policies, consumer protection laws, or state and federal regulations could limit our ability to access or efficiently process these assets.

Repossession practices vary by jurisdiction and may involve complex legal procedures, delays, or disputes. Legal challenges from borrowers or increased regulatory scrutiny could lead to higher costs, reputational risk, or operational slowdowns. Additionally, a shift in lender behavior, such as retaining repossessions in-house, could reduce the volume of available inventory. While MAR remains an important part of our supply chain, it is subject to legal and regulatory risks that could impact its future performance.

Climatic events may adversely impact our operations, disrupt the business of our third party vendors on whom we rely upon for products and services, and may not be adequately covered by our insurance.

Climatic events in the areas where we operate have caused, and future climatic events may cause, disruptions and in some cases delays or suspensions in our operations that adversely impacted our business. For example, the physical effects of unseasonably wet weather, drought conditions, extended periods of below freezing weather, tropical storms, hurricanes, flooding, or other natural disasters have forced and may in the future force boating areas to close or render boating dangerous. This has resulted in and, in the future, could result in reduced customer demand for our products and services. One or more of these climatic events has in the past and may in the future result in physical damage to, or closure of, one or more of our facilities, and disruption or reduction in the availability of products. Concerns regarding global changes in climate could also adversely affect the levels of boat purchases.

In addition, the physical effects of climatic events, including wintry conditions, increased frequency and severity of tropical storms or hurricanes, tornadoes, fires, floods and other natural disasters, as well as sea level rise, could result in the disruption of our operations and/or third party supply chain vendors on whom we rely upon for products and services, including boat deliveries from manufacturers, damage to or inadvertent releases from fueling stations, or damage to or the loss of our boat inventories and facilities as has been the case when the Southeast and Gulf Coast regions and other markets have been affected by hurricanes such as Hurricane Helene, and Hurricane Milton in 2024. Such disruptions in our supply chain could damage our on-site inventory at our locations, result in remedial liability or administrative penalties, or cause serious limitations or delays in the operations of our locations. We maintain hurricane and casualty insurance, subject to deductibles, but such coverage may become significantly more expensive or impossible to procure in the future. Our planning for normal climatic variation, insurance programs and emergency recovery plans may inadequately mitigate the effects of such climatic conditions, and not all such effects can be predicted, eliminated, mitigated, or insured against. Accordingly, while we traditionally maintain property and casualty insurance coverage for damage caused by climatic events such as severe weather or other natural disasters, there can be no assurance that such insurance coverage is adequate to cover losses that we may sustain as a result thereof or that we will be able to procure coverage on commercially reasonable terms for such events in the future.

We face expansion and acquisition risks

Our growth strategy includes integrating recently acquired businesses and expanding our broker network and physical presence. We have completed, and are actively pursuing, strategic acquisitions as part of our growth strategy, including the completed acquisition of Bellhart Marine Group, LLC and its affiliated entities (a marine service, refit, and mechanical services platform) and the recently completed acquisition of Apex Marine, which closed on May 13, 2026. These transactions involve significant risks, including challenges integrating operations, technology systems, and personnel, retaining key employees, assuming unknown or contingent liabilities, and potential diversion of management’s attention from our existing operations. We may also be required to record goodwill and other intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated benefits of these acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating acquired businesses may exceed our current estimates. Any of these factors could adversely affect our business, financial condition, and results of operations.

	●	Integration of acquired businesses and teams
	●	Unexpected costs or operational inefficiencies
	●	Challenges in scaling systems, logistics, and customer service

To manage these risks, NXB conducts thorough due diligence and phased growth strategies to ensure successful expansion.

Risks Related to Regulatory & Compliance Challenges

Environmental and other regulatory issues impact our operations from time to time.

Our operations are subject to stringent federal, state and local laws and regulations governing such matters as finance & insurance, consumer protection, consumer privacy, escheatment, anti-money laundering, releases, discharges and emissions or other releases into the environment and environmental protection, human health and safety, and employment practices, including wage and hour and anti-discrimination legal requirements. These laws and regulations affect many aspects of our operations, such as requiring the acquisition and renewal of permits, licenses and other governmental approvals to conduct regulated activities, including the retail sale of recreational boats, restricting the manner in which we use, handle, store, recycle, transport and dispose of discarded substances and wastes, responding to and performing investigatory, remedial and corrective actions with respect to any discharges and emissions or other release of regulated substances, requiring capital and operating expenditures to construct, maintain and upgrade pollution control and containment equipment and facilities, imposing specific human health and safety criteria addressing worker protection, and imposing liabilities for failure to comply with applicable environmental or other legal requirements, pollution incidents or inappropriate payment or treatment of our workers with respect to our operations. The failure to satisfy those and other legal requirements could have a material adverse effect on our business, financial condition, and results of operations. In addition, failure to comply with those and other legal requirements, or with U.S. trade sanctions, the U.S. Foreign Corrupt Practices Act and other applicable laws or regulations could result in the assessment of damages, the imposition of sanctions including monetary penalties, changes to our processes, or a delay, suspension or cessation of our operations, as well as damage to our image and reputation, all of which could have a material adverse effect on our business, results of operations and financial condition.

Numerous governmental agencies, including OSHA, the EPA and similar federal agencies as well as analogous state and local agencies regulate and maintain enforcement authority over the operation of our locations, repair facilities, and other operations, with respect to matters such as consumer protection, human safety and environmental protection, including any contamination of or releases into ambient air, surficial and subsurface soils, surface water and groundwater. Marine engine manufacturers are subject to emissions standards imposed under the CAA, and the EPA has enacted a number of legal requirements imposing more stringent emissions standards for two-cycle, gasoline outboard marine engines. It is possible that regulatory bodies such as the EPA may impose more stringent emissions standards in the future for marine engines, including with respect to recreational use. Any increased costs of those manufacturers producing engines resulting from current or future EPA standards could be passed on to dealers in the retail recreational boat industry, such as ourselves, or could result in the inability of, or potential unforeseen delays by, these manufacturers to manufacture and make timely delivery of recreational boats to such dealers, which developments could have a material adverse effect on our business, results of operations and financial condition. Moreover, we cannot guarantee that would be able to pass any such increased costs on to our customers, and such increased costs could deter customer interest and otherwise adversely affect boating sales.

As with companies in the marine retail industry generally, and parts and service operations in particular, our business involves the use, handling, storage, transportation and contracting for recycling or disposal of waste materials, including hazardous or toxic substances and wastes as well as environmentally sensitive materials, such as motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline, and diesel fuels. Laws and regulations regarding the prevention of pollution or remediation of environmental contamination generally apply regardless of whether we lease or purchase the land and facilities. Additionally, certain of our locations and/or repair facilities utilize USTs and ASTs, primarily for storing and dispensing petroleum-based products. Storage tanks in the United States are generally subject to financial responsibility requirements and testing, containment, upgrading and removal requirements under the RCRA, and its state law counterparts, as well as federal, state and local legal standards relating to investigation and remediation of contaminated soils, surface water and groundwater resulting from leaking tanks and associated inground lifts. We also may be subject to civil liability to third parties for remediation costs or other damages if our owned or operated tanks leak or leakage migrates onto the property of others.

We are subject to regulation by federal, state, and local authorities establishing investigatory, remedial, human health and environmental quality standards and imposing liability related thereto, which liabilities may include sanctions, including monetary penalties for violations of those standards. Certain of our locations and/or repair facility properties have been operated in the past by third parties whose use, handling and disposal of petroleum-based products or wastes were not under our control. Given the strict liability nature of environmental laws, we may be liable for the remediation of such past releases notwithstanding that our operations did not cause or contribute to the contamination.

We also are subject to laws, ordinances, and regulations governing investigation and remediation of contamination at facilities we operate or to which we send hazardous or toxic substances or wastes for treatment, recycling, or disposal. In particular, CERCLA, also known as the Superfund law, and analogous state laws, impose strict joint and several liability on generators, transporters, disposers and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur.

A majority of states have adopted Superfund laws comparable to and, in some cases, more stringent than CERCLA. If we were to be found to be a responsible party under CERCLA or a similar state statute, we could be held liable for all investigative and remedial costs associated with addressing such contamination as well as for natural resource damages. In addition, claims alleging personal injury or property damage may be brought against us as a result of alleged exposure to hazardous substances resulting from our operations. Moreover, certain of our locations are located on waterways that are subject to federal laws, including the Clean Water Act and the OPA, as well as analogous state laws regulating navigable waters, oil pollution (including prevention and cleanup of the same), adverse impacts to fish and wildlife, and other matters. For example, under the OPA, owners and operators of vessels and onshore facilities may be subject to liability for removal costs and damages arising from an oil spill in waters of the United States.

We could be required to conduct remediation in the future in accordance with applicable state and federal standards in the cleanup of petroleum hydrocarbons or other substances or wastes released on, under or from properties owned or leased by us, including some of our properties that were previously used as gasoline service stations. We may also be required in the future to remove USTs, ASTs and inground lifts containing petroleum-based products and hazardous or toxic substances or wastes should they represent a risk of release or threatened release into the environment. Historically, our costs of compliance with these investigatory, remedial and monitoring requirements have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our business, results of operation and financial condition. We also may have additional storage tank liability insurance and other insurance coverage with respect to pollution-related liabilities where available, but such coverages may be insufficient to address such liabilities. Environmental laws and regulations are comprehensive and subject to frequent change. Compliance with amended, new, or more stringent laws or regulations, more strict interpretations of existing laws, or the future discovery of environmental conditions may require additional expenditures by us, and such expenditures may be material.

Additionally, certain states have imposed legal requirements or are considering the imposition of such requirements that would obligate buyers and/or operators of recreational boats to obtain a license in order to operate such boats. These requirements could discourage potential buyers of recreational boats, thereby limiting future sales and adversely affecting our business, financial condition, and results of operations.

Furthermore, the Patient Protection and Affordable Care Act increased our annual employee health care costs that we fund, and significantly increased our cost of compliance and compliance risk related to offering health care benefits.

Moreover, adverse changes in labor policy could lead to increased unionization efforts, which could lead to higher labor costs, disrupt our locations operations, and adversely affect our business, results of operations and financial condition.

We have established online marketplaces and a failure in such online operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.

Consumers are increasingly embracing shopping online and through mobile commerce applications. However, consumer preferences and e-commerce buying trends could change, and we may be vulnerable to additional risks and uncertainties associated with online sales, including rapid changes in technology, website downtime and other technical failures, security breaches, cyber-attacks, consumer privacy concerns, changes in state tax regimes and government regulation of internet activities. Online marketplaces may also increase our access to sensitive, confidential or personal data or information that is subject to data privacy and information security laws and regulations. Our failure to successfully respond to these risks and uncertainties could reduce our online sales, increase our costs, diminish our growth prospects, damage our brands, and subject us to regulatory fines or investigations, which could negatively impact our operations and stock price. In addition, there is no guarantee that we will be able to successfully expand our online platforms. Our competitors may have e-commerce businesses that are substantially larger and more developed than ours, which could place us at a competitive disadvantage. If we are unable to expand our online platforms, our growth plans could suffer, and the price of our common stock could decline.

As NXB expands its digital platforms, CRM system, and financing operations, protecting sensitive customer and transaction data becomes increasingly critical. A cyberattack, data breach, or system failure could disrupt operations and lead to financial losses, regulatory scrutiny, or reputational harm. We believe NXB invests in strong cybersecurity measures and risk management protocols to safeguard its technology infrastructure.

We may be exposed to lawsuits from time to time, which could affect us adversely.

As a company operating in boat sales, financing, and repossession, NXB may be exposed to potential lawsuits, contract disputes, and regulatory enforcement actions. Legal matters related to consumer protection, financing terms, repossession practices, or employment issues could arise. While we believe that the Company maintains strong legal compliance measures to minimize exposure, such exposure to litigation could affect our reputation adversely and come with costly compliance costs.

We are currently subject to the following pending legal proceedings: (i) Carl Austin Rosen v. Off The Hook Yacht Sales NC, LLC et al (Case No. 2024-004493-CA-01), pending in Miami-Dade County, Florida, in which the plaintiff alleges he was fraudulently induced into purchasing a $2.6 million yacht; the court has denied the plaintiff’s motion for leave to assert a claim for punitive damages against the Company and its employee, and the action is currently stayed pending the appeal of that order by a co-defendant; the Company denies all wrongdoing and intends to actively defend itself; (ii) Reistad et al. v. Off The Hook YS, Inc., Case No. 9:26-cv-80230 (S.D. Fla., filed March 5, 2026), in which three former employees assert claims for breach of their employment agreements, breach of the implied covenant of good faith and fair dealing, and breach of a Stock Purchase Agreement, and, as to one plaintiff, retaliation under the Florida Private Whistleblower Act; the plaintiffs seek unpaid severance and other compensation and the issuance of 100,000 shares of common stock or, in the alternative, damages equal to the fair market value of those shares; the Company believes it terminated the plaintiffs for cause, denies the remaining allegations, and intends to fully defend the matter; and (iii) OneWater Marine Inc. v. Off The Hook YS Inc. et al, pending in Palm Beach County and Broward County, Florida, asserting tortious interference with contract; the Company has filed its answer and intends to fully defend the matter. An adverse outcome in any of these proceedings could have a material adverse effect on our financial condition, results of operations, or cash flows.

Our disclosure controls and procedures were not effective as of June 30, 2026, and we cannot guarantee that we will be able to remediate this weakness in a timely manner.

Our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at a reasonable assurance level due to aspects of our disclosure control framework that are still being formalized and documented. As a newly public company, we are in the process of designing and implementing disclosure controls and procedures to comply with Exchange Act requirements. If we are unable to remediate these deficiencies in a timely manner, or if additional deficiencies arise, we may be unable to accurately report our financial results, which could lead to restatements, regulatory actions, loss of investor confidence, and a decline in our stock price.

Risks Related to Intellectual Property

A significant portion of our intellectual property is not protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidates, and brands.

NXB utilizes proprietary sales processes, technology, and customer data management tools to optimize operations. However, there is no guarantee that competitors won’t attempt to replicate certain strategies. While NXB does not rely on patents, maintaining trade secrets and operational know-how is essential to protecting its competitive advantage.

We have not protected our intellectual property rights through patents or formal copyright registration, and we do not currently have any issued patents. We have one patent application pending relating to our CRM inventory-control system. There can be no assurance that any patent will issue or if issued that the patent will protect our intellectual property. As a result, we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets. In such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating less revenue from our sales.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets, know-how and technology, which are not protected by patents, to protect the intellectual property behind our electric powertrain and for the construction of our boats. We have recently begun to use confidentiality agreements with our collaborators, employees, consultants, outside collaborators and other advisors to protect our proprietary technology and processes. We intend to use such agreements in the future, but these agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may need to defend ourselves against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.

The status of the protection of our intellectual property is unsettled, as we do not have any issued patents or registered copyrights for our intellectual property, although we hold registered trademarks and have a patent application pending relating to our CRM inventory-control system. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks, or other proprietary rights that would prevent, limit, or interfere with our ability to market, sell, service, or finance boats and yachts, operate our proprietary technology platforms, or use third-party components and services, which could make it more difficult for us to operate our business. If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

●	cease selling, offering or using products or services that incorporate the allegedly infringed intellectual property;

●	obtain a license from the holder of the infringed intellectual property, which may not be available on commercially reasonable terms or at all;

●	modify our services to avoid infringement, which could be costly or impracticable; or

●	pay damages, including potentially treble damages for willful infringement, and costs and attorneys’ fees.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

We may be unable to adequately maintain, enforce, and protect our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties, which could have a material adverse effect on our business, financial condition, and operations.

It is possible that competitors or other third parties may attempt to unlawfully copy, obtain or otherwise use our trade names, trademarks, patents, or other intellectual property or proprietary information without our consent. We take commercially reasonable measures designed to identify and protect our intellectual property. However, monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken may not be sufficient to effectively prevent third parties from infringing, misappropriating, diluting or otherwise violating our intellectual property rights. From time to time, we may be compelled to protect our intellectual property, which may involve litigation. Such litigation may be time-consuming and expensive and could result in the impairment or loss of the intellectual property involved. There is no guarantee that the steps we take to protect our intellectual property, including litigation, when necessary, will be successful.

We cannot assure that our intellectual property rights will be effectively utilized, maintained, or, if necessary, successfully enforced against third parties. There is a risk that we will not be able to obtain and perfect our own intellectual property rights, or, where appropriate, license from others intellectual property rights. Our intellectual property rights, and any additional rights we may obtain in the future, may be invalidated, circumvented or challenged, and the legal costs necessary to protect our intellectual property rights could be significant. Our failure to obtain registered intellectual property rights, or maintain or successfully assert intellectual property rights could harm our competitive position and could have a material adverse effect on our financial condition, results of operations and cash flows.

We may also be subject to infringement, misappropriation, dilution, or other violation complaints from others asserting our use of intellectual property rights owned or alleged to be owned by third parties. Litigation related to such claims, whether or not meritorious, may result in injunctions against us or the payment of damages. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert our resources and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have a material adverse effect on our business, operations, and financial condition.

We may not successfully integrate acquired businesses, which could adversely affect our operations and financial results.

We have recently completed the acquisitions of Apex Marine and Bellhart Marine Group. Integrating acquired businesses involves significant risks, including difficulties in combining operations, technology systems, and personnel; retention of key employees; assumption of unknown or contingent liabilities; and potential diversion of management’s attention from existing operations. We may also be required to record goodwill and other intangible assets that are subject to impairment testing and potential periodic impairment charges. If we are unable to successfully integrate acquired businesses, or if acquisitions do not perform as expected, our business, financial condition, and results of operations could be materially adversely affected. In addition, we may not realize the anticipated benefits of our acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integration may exceed our current estimates.

Risks Relating to This Offering

The Company is a holding company with no operations of its own, and it depends on its operating subsidiary for cash to fund all of its operations and expenses, including to make future dividend payments, if any.

Our operations are conducted entirely through our operating subsidiary, and our ability to generate cash to fund operations and expenses, to pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our affiliates through dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of the Company and its affiliates for any reason could limit or impair their ability to pay such distributions.

Additionally, to the extent that the Company needs funds, and its affiliates are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our business, financial condition, results of operations, and cash flows.

An active and liquid trading market for our Common Stock may not develop.

An active and liquid trading market for our common stock may not develop or be maintained after this offering. Liquid and active trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of your investment in our common stock. The offering price will be negotiated between us and the underwriter, and may not be indicative of the market price of our common stock after this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price paid by you in the offering.

The price of our Common Stock may be volatile, and purchasers of our Common Stock could incur substantial losses.

Our share price may be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the offering price. The market price for our common stock will be influenced by many factors, including, but not limited to:

●	the success of our staffing arrangements and the marketing of our services;
●	the recruitment or departure of key personnel;
●	quarterly or annual variations in our financial results or those of companies that are perceived to be similar to us;
●	market conditions in the industries in which we compete and issuance of new or changed securities;
●	analysts’ reports or recommendations;
●	the failure of securities analysts to cover our common stock after this offering or changes in financial estimates by analysts;
●	the inability to meet the financial estimates of analysts who follow our common stock;
●	the issuance of any additional securities of ours;
●	investor perception of our company and of the industry in which we compete; and
●	general economic, political, and market conditions.

Sales of shares by selling stockholders in this offering may negatively affect the market price of our Common Stock.

Certain of our directors, officers and other insiders are selling shares of our common stock in this offering. Sales by these selling stockholders, or the perception that such sales may occur, could create downward pressure on the market price of our common stock. Additionally, investors may view insider sales as a negative signal regarding the future prospects of our Company, which could adversely affect the trading price of our common stock. Furthermore, the sale of a significant number of shares by insiders in this offering could reduce the market’s confidence in our stock and make future capital raises more difficult or available only on less favorable terms.

A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

All of the Company Shares and Selling Stockholder Shares being sold in the underwritten offering will be freely tradable without restrictions or further registration under the federal securities laws unless purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. A substantial portion of the remaining shares of common stock issued and outstanding upon the closing of this offering may constitute “restricted securities,” as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the United States public market only if registered or if they qualify for an exemption from registration, including by reason of Rule 144 or Rule 701 under the Securities Act. Holders of restricted common stock may resell those shares only after satisfying the applicable holding-period, current public-information, volume, manner-of-sale and notice requirements under Rule 144, as applicable, and after expiration of any applicable lock-up agreements described under “Underwriting.” Under the lock-up agreements for this offering, the Company and our directors and executive officers are generally subject to a 90-day lock-up following the closing of this offering, while other securityholders are generally subject to a six-month lock-up, in each case subject to customary exceptions and any earlier release by ThinkEquity. Additionally, we intend to register all our common stock that we may issue under our employee benefit plans. Once we register these shares of common stock, they can be freely sold in the public market upon issuance, unless pursuant to their terms these share awards have transfer restrictions attached to them. Sales of a substantial number of shares of our common stock, or the perception in the market that the holders of a large number of shares intend to sell their common stock, could reduce the market price of our common stock.

Resales of Warrant Shares underlying the MarineMax Warrants may adversely affect the market price of our Common Stock and dilute existing holders.

MarineMax may resell from time to time up to 1,250,000 Warrant Shares registered under this prospectus in separate transactions. These resales, or the perception that such sales may occur, could increase the supply of securities available for sale and place downward pressure on the market price of our common stock. Any exercise of the MarineMax Warrants would increase the number of shares outstanding and could dilute the ownership and voting interests of existing stockholders. The timing and amount of any resales or exercises will depend on vesting, market conditions and other factors.

The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

The trading price of our common stock is likely to be volatile. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of the offering, and the concentrated ownership of our common stock among our executive officers, directors, and greater than 5% stockholders. As a result of our small public float, our common stock may be less liquid and have greater stock price volatility than the common stock of companies with broader public ownership.

Our stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

●	whether we achieve our anticipated corporate objectives;
●	changes in financial or operational estimates or projections;
●	termination of the lock-up agreement or other restrictions on the ability of our stockholders and other security holders to sell shares after this offering; and
●	general economic or political conditions in the United States or elsewhere.

In addition, the stock market in general, and the stocks of companies in the marine and recreational boating industries in particular, have recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. If the market price of our common stock after the offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenue in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock, and their trading prices may be more volatile.

We have broad discretion in the use of our net proceeds from the Common Stock sold in the Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our operating results or enhance the value of our common stock. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. The failure of our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our common stock to decline. Pending their use, we may invest our net proceeds from this offering in a manner that does not produce income, or that loses value. See “Use of Proceeds” in this prospectus.

We do not intend to pay dividends on our Common Stock and consequently, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

We do not plan to declare dividends on shares of our common stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in us will be if the market price of our common stock appreciates, which may not occur, and you sell your common stock at a profit. There is no guarantee that the price of our common stock that will prevail in the market after this offering will ever exceed the price that you pay for the common stock.

If we are unable to obtain or maintain adequate research coverage, or if securities industry analysts publish unfavorable reports on us, then the market price and market trading volume of our Common Stock could be negatively affected.

Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us. We currently have limited research coverage and may never obtain additional or sustained research coverage by securities industry analysts. If securities industry analysts do not maintain or expand coverage of us, the market price and market trading volume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise report on us unfavorably, or discontinue coverage of us, the market price and market trading volume of our common stock could be negatively affected.

Future issuances of debt securities, which would rank senior to our Common Stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Stock.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

●	our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop our current discoveries and prospects;

●	the expected growth of our business and our operations, and the capital resources needed to progress our business plan;

●	projected and targeted capital expenditures and other costs, commitments and revenue;

●	the ability to obtain financing and the terms under which such financing may be available;

●	our ability to retain key personnel, including the continued development of a sales and marketing infrastructure;

●	other competitive pressures;

●	cost of compliance with laws and regulations;

●	environmental liabilities;

●	other risk factors discussed in the “Risk Factors” section of this prospectus.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate, and financial trends that we believe may affect our business, financial condition, results of operations, and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties, and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise.

In addition, statements like “we believe,” and similar statements reflect our beliefs and opinions on the relevant subject at the time the statement was made. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon them.

INDUSTRY AND OTHER DATA

This prospectus contains industry, market, and competitive position data from our internal estimates and research, industry and general publications, research surveys, and studies conducted by third parties. Industry publications, studies, and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our internal data and estimates are based on information obtained from trade and business organizations and other contacts in the markets we operate and our management’s understanding of industry conditions. While we believe each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, an independent source has verified neither such research nor definitions.

The industry in which we operate is subject to risks and uncertainties due to various factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

USE OF PROCEEDS

We estimate that the net proceeds to us from our issuance and sale of the 3,400,000 Company Shares in the underwritten offering will be approximately $15,475,000, assuming a public offering price of $5.00 per share and after deducting $1,190,000 of underwriting discounts and commissions and $335,000 of estimated offering expenses. Before estimated offering expenses, the proceeds to us would be approximately $15,810,000. If the representative’s over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $18,235,000, assuming a public offering price of $5.00 per share and after deducting $1,400,000 of underwriting discounts and commissions and $365,000 of estimated offering expenses. Before estimated offering expenses, the proceeds to us would be approximately $18,600,000. We will not receive any proceeds from the sale of the 600,000 Selling Stockholder Shares or from MarineMax’s resale of the MarineMax Warrants or Warrant Shares. The Selling Stockholders will receive all of the net proceeds from the sale of the Selling Stockholder Shares offered by them under this prospectus, after deducting underwriting discounts and commissions payable by the Selling Stockholders. If any MarineMax Warrants are exercised for cash, we will receive the applicable cash exercise proceeds; if the MarineMax Warrants are exercised on a net or cashless basis, we will not receive cash proceeds. Any cash exercise proceeds would be available for general corporate purposes and are not included in the proceeds estimates for the underwritten offering.

The principal purposes of the underwritten offering are to obtain additional capital to support our operations and facilitate our future access to the public capital markets. We currently anticipate that we will use the net proceeds from the underwritten offering, together with our existing resources, as follows. Any cash exercise proceeds received upon exercise of the MarineMax Warrants would be available for general corporate purposes, but we cannot predict whether any such proceeds will be received.

	●	a portion of the net proceeds to service our $60 million floorplan facility;

	●	a portion of the net proceeds for advertising and marketing of our inventory;

	●	the balance for working capital.

We believe opportunities may exist from time to time to expand our current business through acquisitions of, or investments in, complementary businesses, products or technologies. While we currently have no agreements or commitments to complete any such transaction at this time, we may use a portion of the net proceeds for these purposes.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering.

Based on our current operational plans and assumptions, we expect that the net proceeds from this offering together with our existing cash and grant funding balances will be sufficient to fund our operating expenses and capital expenditure requirements for at least 12 months from the closing of this offering. We have based this estimate on assumptions that may prove to be incorrect, and we could use our available capital resources sooner that we currently expect. Pending use of the proceeds as described above, we intend to invest the proceeds in a variety of capital preservation investments, including interest-bearing, investment-grade instruments and U.S. government securities.

DIVIDEND POLICY

We presently intend to retain our earnings, if any, to finance the development and growth of our business and operations and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash and capitalization as of June 30, 2026, as follows:

● on an actual basis;

● on a pro forma as adjusted basis to give effect to the Company’s issuance of an aggregate of 58,767 shares of common stock upon the vesting and settlement of previously granted restricted stock units on July 13, 2026.

● on a pro forma as adjusted basis to give further effect to our issuance and sale of 3,400,000 shares of our common stock in the underwritten offering at an assumed public offering price of $5.00 per share, after deducting $1,190,000 of estimated underwriting discounts and commissions and $335,000 of estimated offering expenses.

The capitalization table does not give effect to any issuance or exercise of the MarineMax Warrants or the issuance of any Warrant Shares, and any cash exercise proceeds from the MarineMax Warrants are not included in the table.

	As of June 30, 2026
				Pro Forma			Pro Forma
	Actual			as Adjusted			as Adjusted
	(unaudited)			(unaudited) (1)			(unaudited) (2)
Cash and cash equivalents	$	7,737,601		$	7,737,601		$	23,212,601
Debt		61,740,805			61,740,805			61,740,805
Stockholders’ equity:
Common shares, $0.001 par value per share, 100,000,000 shares authorized, 25,084,128 common shares issued and outstanding on an actual basis as of June 30, 2026; 28,542,895 common shares issued and outstanding on a pro forma as adjusted for this offering;		25,084			25,143			28,543
Additional paid-in capital		23,723,649			23,723,590			39,195,190
Common stock payable		350,000			350,000			350,000
Accumulated deficit		(11,840,024	)		(11,840,024	)		(11,840,024	)
Non-controlling interest		(200,607	)		(200,607	)		(200,607	)
Total stockholders’ equity	$	12,058,102		$	12,058,102		$	27,533,102
Total capitalization	$	73,798,907		$	73,798,907		$	89,273,907

	(1)	The as adjusted balance sheet data set forth in the table above gives effect to the Company issued an aggregate of 58,767 shares of common stock upon the vesting and settlement of previously granted restricted stock units on July 13, 2026.

	(2)	The as adjusted balance sheet data set forth in the table above gives effect to the sale of shares in this offering, based upon the assumed public offering price of $5.00 per share, after deducting the underwriting discounts and commissions and $335,000 of estimated offering expenses.

The number of shares of our Common Stock to be outstanding upon completion of this offering is based on 25,142,895 shares of our Common Stock outstanding as of the date of this prospectus, and excludes:

●	6,000,000 shares of our Common Stock reserved under our First Amended and Restated 2025 Equity Incentive Plan (the “2025 Plan”) for future issuance;
●	up to 285,714 shares issuable upon conversion of the Greentree convertible note at a conversion price of $1.785;
●	100,000 shares issuable upon exercise of Greentree warrants at an exercise price of $1.785;
●	up to 1,250,000 Warrant Shares issuable upon exercise of the MarineMax Warrants at exercise prices ranging from $3.25 to $7.00 per share (weighted average exercise price of $4.95 per share assuming the 1,250,000-share cap is reached), which are being registered for resale by MarineMax and are subject to vesting and other terms of the Warrant Agreement;
●	3,255,100 shares issuable upon vesting and settlement of unvested restricted stock units outstanding as of August 24, 2026;
●	10,000 shares issuable upon exercise of stock options, all of which vested immediately, at a weighted average exercise price of $2.54 per share;
●	up to 230,000 shares of Common Stock issuable upon the exercise of the Representative’s Warrants at an exercise price of $6.25 per share, including shares issuable upon exercise of the Representative’s over-allotment option.

SELLING STOCKHOLDERS AND SELLING SECURITYHOLDERS

The following table sets forth certain information with respect to the Selling Stockholders and Selling Securityholders as of August 24, 2026, except that information regarding MarineMax is as of August 20, 2026. The existing Selling Stockholders are offering an aggregate of 600,000 shares of common stock in the underwritten offering. We are registering for resale by MarineMax up to 1,250,000 Warrant Shares in separate resale transactions that are not part of the underwritten offering. We will not receive any proceeds from the sale of the Selling Stockholder Shares or from MarineMax’s resale of the Warrant Shares.

The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder or Selling Securityholder as of August 24, 2026, including, for MarineMax, any Common Stock and Warrant Shares deemed beneficially owned under Rule 13d-3, subject to the applicable beneficial ownership limitation. The third column lists the maximum number of shares or securities being offered by this prospectus; for MarineMax, the amount includes up to 1,250,000 MarineMax Warrants and up to 1,250,000 Warrant Shares. The fourth and fifth columns list the number and percentage of shares of common stock to be beneficially owned after giving effect to the applicable offering, assuming all securities offered are sold or exercised, as applicable.

Name of Selling Stockholder or Selling Securityholder	Shares and Securities Beneficially Owned Prior to the Offering		Maximum Number of Shares and Securities Being Offered		Shares and Securities Beneficially Owned After the Offering		Percentage Owned After the Offering
Jason Ruegg (1)		13,239,750		270,000		12,969,750		45.4	%
Brian John		1,096,667		150,000		946,667		3.3	%
Andrew Simmons		1,205,000		150,000		1,055,000		3.7	%
Chad Corbin		33,767		30,000		3,767		*

(1)	Consists of 2,518,750 shares of common stock held by Mr. Ruegg directly and 10,721,000 shares of common stock held by Mr. Ruegg through Ruegg Capital Group Inc., of which Mr. Ruegg is the 100% owner.
*	Represents less than 1% of the shares of common stock outstanding after the offering.

The existing Selling Stockholders named above acquired their shares prior to or in connection with the Company’s initial public offering or through compensatory arrangements. The Selling Stockholders have entered into an underwriting agreement with ThinkEquity LLC in connection with the sale of the Selling Stockholder Shares in the underwritten offering. The Selling Stockholders will bear the underwriting discounts and commissions attributable to their respective sales of Selling Stockholder Shares. Notwithstanding the lock-up agreements described under “Underwriting,” the lock-up restrictions shall not restrict the sale of the Selling Stockholder Shares in the underwritten offering. The Company has agreed to issue the MarineMax Warrants to MarineMax as additional consideration under the Partnership Agreement, and the Warrant Shares will be issuable upon exercise of the MarineMax Warrants. MarineMax may resell the MarineMax Warrants and Warrant Shares from time to time in separate resale transactions under this prospectus. Those transactions are not covered by the underwriting agreement with ThinkEquity, and MarineMax will bear any commissions, discounts and similar expenses attributable to its resales. Any restrictions applicable to MarineMax will be set forth in the Warrant Agreement.

DILUTION

You should read the following dilution information together with the “Capitalization” section above and the financial statements incorporated by reference. If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the public offering price per share of our common stock in the underwritten offering and the net tangible book value per share of common stock upon completion of the underwritten offering. Dilution results from the fact that the public offering price per share is substantially in excess of the net tangible book value per share attributable to the existing stockholders for our presently outstanding shares of common stock. The following dilution information reflects only the Company Shares being sold by the Company in the underwritten offering and does not reflect the Selling Stockholder Shares, the MarineMax Warrants or the Warrant Shares. We will not receive any proceeds from the sale of the Selling Stockholder Shares or from MarineMax’s resale of the MarineMax Warrants or Warrant Shares. Shares sold by the Selling Stockholders are already included in our outstanding share count and therefore do not contribute to dilution ; however, exercise of the MarineMax Warrants for common stock would increase the number of shares outstanding and could dilute existing holders.

Our net tangible book value as of June 30, 2026 was $5,985,478. For purposes of this dilution analysis, based on 25,142,895 shares outstanding after giving effect to the 58,767 shares issued upon settlement of restricted stock units on July 13, 2026, net tangible book value per share is approximately $0.238. Net tangible book value represents the amount of our total combined tangible assets, less the amount of our total combined liabilities. Dilution is determined by subtracting the net tangible book value per share of common stock (as adjusted for the offering) from the public offering price per share . The calculations below give effect to $1,190,000 of underwriting discounts and commissions and $335,000 of estimated offering expenses in the no-overallotment scenario, and $1,400,000 of underwriting discounts and commissions and $365,000 of estimated offering expenses in the full-overallotment scenario.

After giving effect to the sale of 3,400,000 shares of our common stock offered by us in this offering at an assumed public offering price of $5.00 per share, after deducting $1,190,000 of underwriting discounts and commissions and $335,000 of estimated offering expenses, our as adjusted net tangible book value as of June 30, 2026 would have been approximately $21,460,478, or approximately $0.752 per outstanding share of common stock. This represents an immediate increase in net tangible book value of approximately $0.514 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of approximately $4.248 per share to investors purchasing the common stock in this offering. If the representative exercises its over-allotment option in full, after deducting $1,400,000 of underwriting discounts and commissions and $365,000 of estimated offering expenses, our as adjusted net tangible book value as of June 30, 2026 would have been approximately $24,220,478, or approximately $0.831 per outstanding share of common stock. This represents an immediate increase in net tangible book value of approximately $0.593 per share of common stock to the existing stockholders, and an immediate dilution in net tangible book value of approximately $4.169 per share to investors purchasing the common stock in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

	Over-allotment option not exercised		Over-allotment option exercised in full

Assumed public offering price per share	$	5.000	$	5.000
Net tangible book value per Common Share as of June 30, 2026	$	0.238	$	0.238
As adjusted net tangible book value per share attributable to payments by new investors	$	0.514	$	0.593
As adjusted net tangible book value per share immediately after this offering	$	0.752	$	0.831
Amount of dilution in net tangible book value per share to new investors in the offering	$	4.248	$	4.169

Each $1.00 increase (decrease) in the assumed public offering price of $5.00 per share, would increase (decrease) our as adjusted cash, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $3.13 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) our as adjusted cash, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $4.60 million, assuming the assumed initial public offering price of $5.00 per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The following tables summarize, on an as adjusted basis as of August 24, 2026, the differences between the existing stockholders and the new investors with respect to the number of shares of our common stock purchased from us, the total consideration paid and the weighted average price per share before deducting the estimated underwriting discounts, non-accountable expense allowance, and offering expenses payable by us.

										Average
Over-allotment	Shares of Common Stock									price per
option not	purchased					Total consideration				ordinary
exercised	Number		Percent			Amount	Percent			shares
Existing shareholders		25,142,895		88.09	%	$			%	$
New investors		3,400,000		11.91	%	$				$
Total		28,542,895		100.00	%	$		100.00	%	$

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with “Summary Financial Data,” the financial information incorporated by reference under “Information Incorporated by Reference,” and the other information in this prospectus. To avoid duplicative disclosure, the detailed discussion of our results for the years ended December 31, 2025 and 2024 is incorporated by reference from Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the detailed discussion of our results for the six months ended June 30, 2026 and 2025 is incorporated by reference from Item 2 of our Quarterly Report on Form 10-Q for the six months ended June 30, 2026. We do not reproduce those discussions or the related financial statements and notes here. The discussion below focuses on material developments since those reporting periods, current liquidity, the offering and other matters material to investors. This section contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Actual results and the timing of selected events could differ materially from those anticipated. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Recent Developments and Current Liquidity

Acquisitions and Other Developments. On May 13, 2026, we completed the acquisition of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC. On May 22, 2026, we completed the acquisition of Bellhart Marine Group, LLC and its affiliated entities. Following the June 30, 2026 reporting period, we issued 58,767 shares of common stock upon the vesting and settlement of previously granted restricted stock units. The Company continues to integrate the acquired operations and evaluate related financing, facilities and personnel requirements.

MarineMax Partnership. On June 25, 2026, we entered into a five-year Strategic Partnership and Revenue Sharing Agreement with MarineMax, Inc. The parties will collaborate on pre-owned vessel transactions, financing, insurance and related services through the NextBoat AI Platform. MarineMax will use commercially reasonable efforts to prioritize us as a preferred wholesale buyer, and we agreed to issue MarineMax warrants to purchase up to 1,250,000 shares of common stock at exercise prices ranging from $3.25 to $7.00 per share, subject to vesting and the Warrant Agreement. See “Description of MarineMax Warrants.”

Offering Effects. We are offering 3,400,000 Company Shares at an assumed public offering price of $5.00 per share, and existing Selling Stockholders are offering 600,000 additional shares. Before estimated offering expenses, the estimated proceeds to us are approximately $15,810,000, or approximately $18,600,000 if the representative exercises its over-allotment option in full. The Company will not receive proceeds from the Selling Stockholder Shares or from MarineMax’s resales; any cash exercise proceeds from MarineMax Warrants would be additional and cannot be predicted.

Current Liquidity. As of June 30, 2026, we had approximately $7.7 million of cash, $60.4 million of inventory and $51.6 million of floorplan notes payable. Current liabilities were approximately $68.5 million, and working capital was approximately $3.0 million. Our liquidity depends substantially on inventory turnover, collections, access to floorplan facilities and the availability of other financing.

Debt and Financing. Our floorplan borrowings are repaid as inventory is sold. We also have acquisition-related and other debt, including a $2.0 million RLLT Capital inventory loan bearing interest at 15.0% per annum and maturing on the earlier of 180 days after funding or the sale of the applicable boat. On July 6, 2026, the Company repaid the note in full. We expect to continue pursuing institutional and other financing to support inventory and operations, but financing may not be available on acceptable terms.

Litigation. Material proceedings include the Rosen, Reistad and OneWater matters described under “Legal Proceedings.”

	June 30, 2026			June 30, 2025		$ Change
Net (loss) income	$	(5,537,197	)	$	843,615	$	(6,380,812	)
Interest expense – other		521,484			172,561		348,923
Income tax expenses		1,150			-		1,150
Depreciation and amortization		321,838			123,210		198,628
Stock-based compensation		3,450,924			-		3,450,924
Non-recurring expense		701,008			-		701,008
Adjusted EBITDA	$	(540,793	)	$	1,139,386	$	(1,680,179	)

	June 30, 2026		December 31, 2025		$ Change
Cash	$	7,737,601	$	12,428,774	$	(4,691,173	)
Current assets		71,431,525		39,875,396		31,556,129
Current liabilities		68,480,920		30,870,236		37,610,684
Working capital	$	2,950,605	$	9,005,160	$	(6,054,555	)

	For the Six Months Ended
	June 30, 2026			June 30, 2025			$ Change
Net cash used in operating activities	$	(18,091,195	)	$	(218,709	)	$	(17,872,486	)
Net cash used in investing activities		(3,878,218	)		(167,297	)		(3,710,921	)
Net cash provided by financing activities		17,278,240			582,082			16,696,158
Net change in cash		(4,691,173	)		196,076			(4,887,249	)

	Payments Due by Period as of June 30, 2026
	Total		Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Years
Long-term debt ⁽¹⁾	$	5,232,677	$	1,969,226	$	1,432,785	$	1,819,981	$	10,685
Operating leases ⁽²⁾		25,509,574		1,827,924		9,827,257		2,477,012		11,377,381
Total	$	30,742,251	$	3,797,150	$	11,260,042	$	4,296,993	$	11,388,066

Off-Balance-Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2026 and December 31, 2025.

Critical Accounting Policies and Accounting Pronouncements

For critical accounting policies, significant judgments and estimates, and recent accounting pronouncements, see the corresponding disclosures in Item 7 and Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Item 2 and Item 1 of the Quarterly Report on Form 10-Q for the six months ended June 30, 2026, each incorporated by reference. We do not repeat those discussions here.

BUSINESS

Overview

NextBoat Inc. is an AI-enabled, vertically integrated marine marketplace focused on buying, selling and wholesaling pre-owned boats and yachts, with complementary businesses in new-boat sales, brokerage, financing, servicing, storage and marine asset recovery. The Company operates through a national broker and dealer network, eight locations and its proprietary NextBoat AI Platform and CRM, which support valuation, inventory sourcing, bidding, transaction management and lead generation. As of July 27, 2026, the Company had 97 full-time employees and approximately 111 brokers.

Corporate Structure and Background

NextBoat Inc. is a Nevada holding company formed on January 3, 2025 and formerly known as Off The Hook YS Inc. The Company completed the reorganization associated with its 2025 initial public offering and rebranded as NextBoat Inc. on May 19, 2026, with ticker symbol NXB effective May 29, 2026. Current operations are conducted through Off The Hook Yacht Sales NC, LLC; Azure Funding, LLC; OTH Marine Asset Recovery LLC; Autograph Yacht Group Inc.; Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC; Bellhart Marine Group, LLC and its affiliated entities; and OTH MD, LLC. OTH Simon Marine YF, LLC, formerly the Boat Center, was liquidated effective February 10, 2026. See the Annual Report on Form 10-K and Exhibit 21.1 to this registration statement for additional organizational and subsidiary information.

1.	Holders of equity interests (the “OTH Owners”) in the entities listed below (the “OTH Companies” and each an “OTH Company”) consolidated their ownership interests in the OTH Companies under the Company. Upon completion of the consolidation, the OTH Owners collectively owned 100% of the issued and outstanding shares of common stock of the Company, and each OTH Company became a wholly owned subsidiary of the Company:

	●	Off the Hook Yacht Sales NC, LLC, a North Carolina limited liability company;
	●	Azure Funding, LLC, a North Carolina limited liability company; and
	●	OTH Simon Marine YF LLC, a North Carolina limited liability company.

2.	Pursuant to the Amended and Restated Agreement for the Purchase and Sale of Capital Stock (the “Amended SPA”), the OTH Owners sold to Off The Hook Acquisition Corp, a Florida corporation (“OTH FL”), shares of common stock of the Company representing 25% of the Company’s then-issued and outstanding shares (the “Transferred Securities”) for $3 million, paid by OTH FL directly to the OTH Owners. The shares held by OTH FL were subject to a 180-day lock-up period commencing on November 14, 2025, the IPO closing date; that lock-up period has since expired.

3.	After the consolidation of the OTH Companies and the transaction under the Amended SPA, but before the closing of our initial public offering, the OTH Owners collectively held 75% and OTH FL held 25% of the Company’s then-outstanding shares. Following the offering — which included the sale of 3,750,000 newly issued shares — and subsequent equity awards, ownership has been further diluted; see “Security Ownership of Certain Beneficial Owners and Management” for current holdings. 4. In January 2025, the Company formed Autograph Yacht Group Inc. as an additional wholly owned subsidiary, expanding the Company’s dealer and brand-partnership operations alongside its original brokerage and financing businesses. 5. On May 19, 2026, the Company rebranded as NextBoat Inc. and, effective May 29, 2026, changed its trading symbol on the NYSE American from “OTH” to “NXB,” reflecting its evolution into an AI-powered marine marketplace platform. Off The Hook Yachts continues to operate as a division of NextBoat focused on B2B dealer transactions and inventory liquidation.

Current Products and Services

Our current operations include (i) buying, selling, wholesaling and brokering new and pre-owned boats and yachts; (ii) instant-offer and lead-generation activities through WeBuyBoats.com; (iii) financing and lending through Azure Funding; (iv) repair, maintenance, refit, storage and hauling services through OTH Yacht Services, Apex Marine and Bellhart; (v) marine asset recovery and remarketing; and (vi) premium brokerage through Autograph Yacht Group. These activities allow the Company to participate in multiple stages of the marine transaction lifecycle and provide complementary sources of revenue.

1. Yacht & Boat Sales

NXB specializes in the buying, selling, and wholesaling of yachts and boats, offering a diverse selection of pre-owned vessels across various price points and categories through OTHYS NC. Customers can choose from a curated inventory of sportfish, center consoles, motor yachts, and high-performance boats. The company’s ability to acquire boats at competitive prices allows it to pass value on to buyers while providing sellers with a fast, hassle-free transaction.

2. New Boat Sales

In addition to the pre-owned market, NXB is expanding into new boat sales, offering customers access to premier boat brands through dealership partnerships. This expansion enhances NXB’s ability to serve a broader clientele while strengthening relationships with top manufacturers.

3. WeBuyBoats.com – Instant Boat Offers

OTHYS NC owns and operates WeBuyBoats.com, a fast and efficient platform designed to provide boat owners with immediate cash offers. This service simplifies the selling process, allowing customers to liquidate their boats quickly without the hassle of traditional listings or lengthy negotiations. By utilizing proprietary valuation tools and market data, NXB ensures fair and competitive offers.

4. Financing Solutions – Azure Funding

Through Azure Funding, an indirect wholly owned subsidiary of NXB, NXB provides a range of financing options for recreational boat buyers. Whether customers need traditional boat loans, short-term lending, or alternative financing solutions, Azure Funding offers tailored options to meet their needs. Additionally, NXB provides financing services to industry partners, including dealerships and brokerages.

Azure Funding partners with a range of financial institutions to provide recreational loan brokerage services. These institutions include both national and specialized lenders. Current partners include: Shore Premier (Centennial Bank parent company), M&T Bank, BMO, RecFi, La Victoire (Axos Bank parent company).

5. Servicing & Maintenance – OTH Yacht Services

NXB offers comprehensive marine servicing and maintenance through OTH Yacht Services, a service center owned and operated by OTHYS NC, ensuring that every vessel remains in peak condition. Services include routine maintenance, repairs, detailing, and mechanical inspections, providing customers with a one-stop solution for their boating needs.

6. Asset Recovery & Repossession – Marine Asset Recovery (MAR)

Through Marine Asset Recovery (MAR), a marine asset recovery unit owned and operated by OTHYS NC, assists financial institutions and lenders with boat repossessions and asset recovery services. This division specializes in reclaiming and reselling marine assets efficiently, feeding recovered boats back into NXB’s inventory for resale. This seamless process maximizes value for all parties involved.

7. Warranties & After-Sale Services (Upcoming Initiative)

To further enhance the customer experience, NXB is developing a warranty sales program that will offer buyers additional coverage and peace of mind. These warranties will provide protection against unexpected repair costs, ensuring long-term satisfaction and confidence in each purchase.

8. Marina Acquisitions & Storage Solutions

NXB will actively invest in marina acquisitions to offer premium docking, storage, and servicing locations. By owning and operating marinas, NXB will provide a full-service experience, integrating boat sales, maintenance, and storage under one umbrella.

9. Premier Brokerage – Autograph Yacht Group

Through Autograph Yacht Group Inc. (“AYG”), the Company operates a premier yacht brokerage division specializing in high-end brokerage transactions for luxury vessels. AYG provides white-glove service to buyers and sellers of premium marine assets, leveraging the Company’s national broker network and proprietary technology platform.

10. Marine Service & Refit – Bellhart Marine Group

The Company has acquired Bellhart Marine Group, LLC and its affiliated entities, including Bellhart Marine Services, LLC, Specialized Mechanical Services, LLC, and Specialized Mechanical Services, Inc. This acquisition adds comprehensive in-house marine service, refit, and mechanical services capabilities to the Company’s vertically integrated platform, enhancing inventory reconditioning capacity and supporting the Company’s growth strategy.

11. APEX Marine – Dealership, Service, Storage & Sales

Through Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC, the Company operates a premier marine dealership, service, storage, and sales platform across four South Florida locations in Miami, Palm Beach, Stuart, and the Florida Keys. Operations include new and pre-owned vessel sales, authorized dealership representation for Pursuit (Miami), Solace, and Fountain (Fort Pierce to Key West), marine repair, maintenance, and refurbishment services, boat storage and hauling up to 150 metric tons and 130 feet, brokerage services, and related marina operations. Apex Marine was acquired on May 13, 2026 for aggregate consideration of approximately $6.0 million.

Delivering Value Across the Marine Industry

With its diverse portfolio of products and services, NXB stands as a one-stop solution for the boating community. Whether buying, selling, financing, servicing, or storing a vessel, customers can rely on NXB’s expertise and industry-leading customer service. By continuously expanding its offerings and enhancing operational efficiency, NXB remains at the forefront of the marine industry, delivering unmatched value to its clients and partners.

Planned Waterfront Marina and Service Center. We are seeking to locate a waterfront location to store, service, and showcase our inventory in Florida. We believe direct water access will allow us to more efficiently showcase, store, and service our inventory. We are working with real estate agents and local contacts to locate a property that has direct water access to the Intracoastal waterways. Access to the waterways would allow for immense time savings when servicing, storing, and showcasing boats in our inventory. Once it is fully operational, we expect our planned waterfront Marina and Service Center will employ 10 to 20 people in the first year. Over the next several years, we expect that our waterfront property will add additional employees every year as its operation grows.

Our Market Opportunity

The Company operates in the pre-owned yacht and boat market, with additional activities in new-boat sales, brokerage, financing, servicing and asset recovery. The U.S. recreational boating industry generated approximately $55.6 billion of annual retail expenditures on boats, marine products and services in 2024, according to the National Marine Manufacturers Association. Pre-owned sales have represented a significant majority of the market in recent years, although demand remains sensitive to interest rates, consumer spending and other macroeconomic conditions.

	1.	National Marine Manufacturers Association (NMMA) 2023 Pre-Owned Boat Market Sales Trends Report: This report indicates that in 2024, pre-owned boat sales accounted for 78.3% of total boat sales, totaling 858,798 units.

	2.	NMMA 2023 U.S. Statistical Abstract: Powerboat Sales Trends Report: According to this report, new powerboat unit sales declined by 4.9% in 2024, totaling nearly 168,000 units.

	●	Increased demand for pre-owned boats: The rising cost of new boats and supply chain constraints have fueled higher demand for pre-owned inventory, benefiting NXB’s wholesale and resale model.
	●	Growth in center console and offshore fishing boats: The center console segment has become one of the fastest-growing categories in the boating industry, as more buyers seek versatile, multi-purpose boats suited for both fishing and recreation.
	●	Rising participation in recreational boating: The post-pandemic surge in outdoor activities has led to record-high participation in recreational boating, with new buyers entering the market at unprecedented rates. This shift has expanded the customer base for both entry-level and high-end vessels.
	●	Technological advancements driving resale demand: Innovations in marine technology, such as improved fuel efficiency, onboard automation, and digital navigation systems, have shortened product cycles and increased the resale value of late-model boats, strengthening the pre-owned sales market.
	●	Shifting demographics and lifestyle preferences: Younger generations are increasingly entering the boating market, driving demand for affordable, high-quality used boats. Additionally, high-net-worth buyers are investing in larger, luxury yachts as part of a growing trend in high-end leisure experiences.
	●	Financial accessibility and alternative lending solutions: The expansion of boat financing and alternative lending options, including hard money loans through Azure Funding, has made boat ownership more accessible to a wider audience, further expanding NXB’s potential customer base.
	●	Expansion of online sales and digital marketplaces: The shift toward digital transactions and online boat sales platforms has created new opportunities for NXB to capture market share through WeBuyBoats.com, its brokerage network, and auction platform initiatives.

	●	Increased recreational boating participation – Boating has become an increasingly popular lifestyle activity, with first-time boat buyers making up a growing percentage of overall sales.
	●	Rising disposable income & improved standard of living – The demand for both new and pre-owned boats has been fueled by economic growth and increased discretionary spending.
	●	Shift toward larger, more powerful boats – Consumers are moving toward high-performance vessels, particularly in the center console, offshore fishing, and luxury yacht segments.
	●	Growing secondary market & trade-in volume – More boat owners are trading in vessels for newer models, increasing the availability of pre-owned inventory.
	●	Technology advancements – Innovations in fuel efficiency, onboard automation, and propulsion systems have increased consumer interest in late-model used boats and alternative power options.
	●	Expansion of financing & lending solutions – Greater access to marine loans, hard money lending, and flexible financing options has made boat ownership more accessible.
	●	Increased focus on digital sales platforms – The rise of online boat sales, auction platforms, and digital marketplaces has transformed how boats are bought and sold, increasing transparency and transaction speed.

Our Business Strategy

Our strategy is to scale a vertically integrated marine platform by acquiring and turning inventory efficiently, expanding floorplan and working-capital capacity, using proprietary technology and data, growing our broker and dealer network, integrating financing, servicing, storage and asset recovery, and pursuing disciplined acquisitions and strategic partnerships. Execution will depend on market conditions, financing availability, integration of acquired businesses and our ability to retain personnel and customers.

The Company’s floorplan financing has been personally guaranteed by our President, Jason Ruegg. Following this offering, we intend to pursue institutional and other financing and reduce reliance on personal guarantees and higher-cost borrowing. We expect greater financing capacity to support inventory acquisitions and strategic expansion, but there can be no assurance that alternative financing will be available on acceptable terms.

Patents and Licenses

We have no issued patents and have one patent application pending relating to our CRM inventory-control system. We rely primarily on trade secrets, know-how, confidentiality agreements, copyrights, trademarks and other contractual protections, and do not currently rely on material third-party licenses. There can be no assurance that the pending application will issue or adequately protect our intellectual property.

Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we intend to rely on a combination of trade secrets, including know-how, employee and third-party non-disclosure agreements, copyright laws, trademarks and other contractual rights to establish and protect our proprietary rights in our technology.

Insurance and Product Warranties

We maintain insurance policies covering general liability, workers’ compensation and other casualty and property risks, subject to deductibles, limits and policy terms. Our operations are also subject to federal, state and local environmental, safety and marine regulations, and changes in those requirements could increase costs or restrict operations.

Competition

The yacht and boat industry is highly competitive. We compete with large national marine retailers, independent dealerships and brokers, manufacturers with direct-sales models and online marketplaces on the basis of inventory, pricing, brand access, financing, technology, service and reputation. We also compete for discretionary consumer spending, and our ability to differentiate our integrated model is not assured.

Environmental, Safety and Regulatory Matters

Our operations are subject to federal, state and local environmental, safety and marine regulations. Changes in these requirements could increase costs or restrict our operations.

Company Employees

As of July 27, 2026, we employed 97 people as full-time employees. None of our employees are represented by a labor union, and since our founding in 2012 we have not experienced a labor-related work stoppage.

Facilities

Our headquarters are located at 1701 J.E.L. Wade Drive, Wilmington, North Carolina, in approximately 7,000 square feet leased through March 31, 2030. We also lease or use office, yard, marina and storage facilities in Florida, Rhode Island and other locations. In connection with the Apex Marine acquisition, we assumed leases for South Florida dealership facilities. Bellhart operates marine service and refit facilities. In connection with the Bellhart acquisition, we assumed leases a North Carolina facility.

Legal Proceedings

Except as described below, we are not currently a party to any material litigation or legal proceedings. Current material matters include Carl Austin Rosen v. Off the Hook Yacht Sales NC, LLC et al., pending in Miami-Dade County, in which the plaintiff alleges fraudulent inducement concerning a $2.6 million yacht; the Company denies wrongdoing and intends to defend the matter; and OneWater Marine Inc. v. Off The Hook YS Inc. et al., pending in Palm Beach County, Florida, asserting tortious interference with contract, in which the Company has filed its answer and intends to defend. The Reistad matter is summarized below. An adverse outcome could materially affect our business, financial condition, results of operations or cash flows.

Carl Austin Rosen v. Off The Hook yacht Sales NC LLC, et al.

Carl Austin Rosen v. Off the Hook Yacht Sales NC, LLC et al (Case No. 2024-004493-CA-01), pending in the Complex Business Litigation Division of the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. The plaintiff alleges he was fraudulently induced into purchasing a $2.6 million Yellowfin 54 yacht that had sustained damage during a manufacturer-authorized sea trial prior to delivery. The defendants, which include the manufacturer, the Company and one of its employees, deny all wrongdoing. The claims asserted against the Company and its employee are for fraudulent misrepresentation and violation of the Florida Deceptive and Unfair Trade Practices Act. The court has denied the plaintiff’s motion for leave to assert a claim for punitive damages against the Company and its employee, and the action is currently stayed pending the appeal of that order by a co-defendant. The Company denies the allegations and intends to defend the matter vigorously.

OneWater Marine Inc. v. Off The Hook YS Inc., et al.

The Company and two of its subsidiaries are named as defendants in OneWater Marine Inc. v. Off The Hook YS Inc., et al., pending in Palm Beach County and Broward County, Florida. The plaintiff asserts claims for tortious interference with contract and related claims. The Company has filed its answer, denies the allegations and intends to defend the matter fully. The complaint does not specify an amount of damages.

Reistad, et al. v. Off The Hook YS, Inc.

Reistad, et al. v. Off The Hook YS, Inc., Case No. 9:26-cv-80230, was filed on March 5, 2026