Form 8-K/A

8-K/A — NextBoat Inc.

Accession: 0001493152-26-031127

Filed: 2026-06-29

Period: 2026-05-13

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

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8-K/A

8-K/A (Primary)

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0002067767

2026-05-13

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 13, 2026

NextBoat

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1701

Jel Wade Dr

Wilmington,

NC 28401

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (910) 772-9277

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

NXB

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

This

Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by NextBoat Inc. (the “Company”)

with the Securities and Exchange Commission to report the Company’s acquisition of Apex Marine, LLC, Apex Marine Sales, LLC and

Apex Marine Stuart, LLC (collectively, “Apex”). The Company is filing this amendment solely to provide the financial statements

and unaudited pro forma financial information required by Item 9.01(a) and Item 9.01(b) of Form 8-K. Except as set forth in this amendment,

no other changes have been made to the original Current Report on Form 8-K.

Item

9.01. Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

The

audited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of and for the year

ended December 31, 2025, together with the report of M&K CPAS, PLLC, independent registered public accounting firm, are filed as

Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

The

unaudited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of March 31, 2026

and December 31, 2025 and for the three months ended March 31, 2026 and 2025 are filed as Exhibit 99.2 to this Current Report on Form

8-K/A and incorporated herein by reference.

(b)

Pro forma financial information.

The

unaudited pro forma condensed combined financial information of NextBoat Inc. and Apex as of March 31, 2026 and for the three months

ended March 31, 2026 and the year ended December 31, 2025 is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated

herein by reference.

(d)

Exhibits.

Exhibit

Number

Exhibits

99.1

Audited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of and for the year ended December 31, 2025, together with the report of M&K CPAS, PLLC, independent registered public accounting firm.

99.2

Unaudited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025.

99.3

Unaudited pro forma condensed combined financial information of NextBoat Inc. and Apex as of March 31, 2026 and for the three months ended March 31, 2026 and the year ended December 31, 2025.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

June 29, 2026

NextBoat

Inc.

By:

/s/

Brian John

Name:

Brian

John

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

INDEX

TO FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 2738)

Combined Balance Sheet as of December 31, 2025

Combined Statements of Operations for the Year Ended December 31, 2025

Combined Statements of Changes in Members’ Equity for the Year Ended December 31, 2025

Combined Statements of Cash Flows for the Year Ended December 31, 2025

Notes to the Combined Financial Statements

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Members of Apex Marine Sales, LLC, Apex Marine Stuart, LLC, and Apex Marine, LLC

Opinion

on the Financial Statements

have audited the accompanying combined balance sheet of Apex Marine Sales, LLC, Apex Marine Stuart, LLC, and Apex Marine, LLC (the Company)

as of December 31, 2025, and the related combined statements of operations, changes in members’ equity, and cash flows for the

year ended December 31, 2025, and the related notes (collectively referred to as the combined financial statements). In our opinion,

the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Going

Concern

The

accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed

in Note 2 to the combined financial statements, the Company had a net loss from continuing operations and net cash used in operations,

which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are

discussed in Note 2. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis

for Opinion

These

combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on

the Company’s combined financial statements based on our audit. We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with

the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audit included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to

error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the combined financial statements. Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical

Audit Matters

The

critical audit matter communicated below is a matter arising from the current period audit of the combined financial statements that

was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical

audit matters does not alter in any way our opinion on the combined financial statements, taken as a whole, and we are not, by communicating

the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which

it relates.

Revenue

Recognition

discussed in Note 2 to the combined financial statements, the Company has multiple types of revenue operations that involve differing

methods of determining recognition.

Auditing

management’s evaluation of agreements with customers involves significant judgment involving the determination of the performance

obligations and the time in which they are satisfied.

test the determination of performance obligations and the satisfaction of them, M&K selected a sample of various revenue amounts

from the different streams and tested the contract and recognition of the revenues. M&K performed walkthroughs to gain an understanding

of the operations and recognition policies for revenue streams that were determined to be significant.

evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship

to the relevant agreements.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since

2026.

The

Woodlands, TX

June

29, 2026

APEX

MARINE LLC

Combined

Balance Sheet

December 31, 2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 1,467,865

Accounts receivable, net

248,939

Inventory

14,527,809

Prepaid expenses

394,905

TOTAL CURRENT ASSETS

16,639,518

Non-Current Assets:

Property, plant and equipment, net

221,951

Finance lease right-of-use assets, net

62,141

Right-of-use assets

1,565,543

Other assets

1,011,537

TOTAL NON-CURRENT ASSETS

2,861,172

TOTAL ASSETS

$ 19,500,690

LIABILITIES

Current Liabilities:

Accounts payable

$ 240,836

Accrued liabilities

519,764

Lease liabilities, current

808,513

Finance lease liabilities, current

64,473

Customer deposits

445,570

Floor plan notes payable

11,202,462

Current portion of long-term debt

30,473

Due to related party

500,000

TOTAL CURRENT LIABILITIES

13,812,091

Long-term Liabilities:

Lease liabilities, noncurrent

878,291

Long-term debt, noncurrent

27,551

TOTAL LONG-TERM LIABILITIES

905,842

TOTAL LIABILITIES

$ 14,717,933

MEMBERS’ EQUITY

TOTAL MEMBERS’ EQUITY

4,782,757

TOTAL LIABILITIES AND MEMBERS’ EQUITY

$ 19,500,690

The

accompanying notes are an integral part of these audited financial statements.

APEX

MARINE LLC

Combined

Statement of Operations

Year Ended

December 31, 2025

Net revenues

$ 29,929,974

Cost of revenues

24,904,625

Gross profit

5,025,349

OPERATING EXPENSES

Depreciation and amortization

313,374

Selling, general and administrative

2,071,715

Advertising and marketing

481,408

Professional services

196,870

Salaries and wages

2,315,257

Rent expense

1,396,753

Total operating expenses

$ 6,775,377

Loss from operations

(1,750,028 )

OTHER INCOME / (EXPENSE)

Interest expense, net

(634,904 )

Other income

52,901

Total other expense

$ (582,003 )

Loss before income taxes

(2,332,031 )

Income tax expense

Net Loss

$ (2,332,031 )

The

accompanying notes are an integral part of these audited financial statements.

APEX

MARINE LLC

Combined

Statement of Changes in Members’ Equity

Members’ Equity

Balance, December 31, 2024

$ 7,114,788

Net Loss

(2,332,031 )

Balance, December 31, 2025

$ 4,782,757

The

accompanying notes are an integral part of these audited financial statements.

APEX

MARINE LLC

Combined

Statements of Cash Flows

Year Ended

December 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss

$ (2,332,031 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

220,160

Depreciation of right-of-use assets

93,214

Non-cash lease expense

34,773

Interest expense on finance lease

9,380

Changes in operating assets and liabilities:

Accounts receivable

78,353

Inventory

(5,362,587 )

Prepaid expenses and other current assets

16,126

Right-of-use assets

1,191,704

Other assets

90,003

Accounts payable

(56,759 )

Accrued liabilities

(37,061 )

Lease liabilities

(1,270,655 )

Customer deposits

(127,825 )

Net cash used in operating activities

$ (7,453,205 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

$ (1,209 )

Net cash used in investing activities

$ (1,209 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from floor plan

$ 24,526,065

Payments on floor plan

(18,398,970 )

Proceeds from related party note

500,000

Principal payments on debt

(28,932 )

Repayment for finance leases

(99,722 )

Net cash provided by financing activities

$ 6,498,441

Net change in cash and cash equivalents

$ (955,973 )

Cash and cash equivalents, beginning of year

2,423,838

Cash and cash equivalents, end of year

$ 1,467,865

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest

$ 634,904

Cash paid for income tax

$ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

Establishment of right-of-use asset and lease liabilities

426,388

The

accompanying notes are an integral part of these audited financial statements.

APEX

MARINE LLC

NOTES

TO COMBINED FINANCIAL STATEMENTS

December

31, 2025

NOTE

1. NATURE OF BUSINESS AND ORGANIZATION

Apex

Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively, the “Company”) are Florida-based marine service,

sales, and storage companies engaged primarily in the sale of new and pre-owned vessels, brokerage services, marine repair and maintenance

services, parts and accessories sales, boat storage and hauling services, and related marina operations. The Company operates through

multiple locations in Florida and serves both individual and commercial customers within the recreational marine industry. The Company’s

operations include vessel sales, engine and mechanical services, refurbishment and maintenance, storage services, and related support

activities.

The

accompanying Combined financial statements include the accounts of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart,

LLC. All significant intercompany balances and transactions have been eliminated in combination.

NOTE

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation and Consolidation

The

Company’s combined financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting

Principles (“U.S. GAAP”) in the United States of America and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

The

Combined financial statements include the financial statements of the entities noted in Note 1 above.

Going

Concern

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

For

the year ended December 31, 2025, the Company incurred a net loss of $2,332,031 and generated significant negative cash flows from operating

activities. In addition, the Company’s operating cash outflows exceeded its cash balance as of December 31, 2025. These conditions

raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial

statements are issued.

Management

has taken steps to improve the Company’s liquidity and operating performance and continues to evaluate additional sources of financing

and capital support. Subsequent to year-end, on February 13, 2026, the members of the Company entered into a Membership Interest Purchase

Agreement with NextBoat Inc. (“NXB”), and the transaction was completed on May 13, 2026, pursuant to which the Company became

a wholly owned subsidiary of NXB. Management believes that the Company’s access to financial resources and operational support

following the acquisition may provide additional liquidity and support for future operations.

The

accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset

amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going

concern.

Use

of Estimates and Assumptions

The

preparation of the Combined financial statements in conformity with generally accepted accounting principles in the United States of

America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure

of contingent assets and liabilities at the date of the Combined financial statements and the reported amounts of revenues and costs

and expenses during the reporting period. Actual results could differ from those estimates.

Cash

and Cash Equivalents

Cash

and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions

and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. The Company

considered highly liquid investments that were readily convertible to known amounts of cash and with original maturities from the date

of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.

From

time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000, which is currently the maximum

amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts).

The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit

risk with respect to its cash.

Restricted

cash represents the deposits held in designated bank accounts for security of the repayment of the notes payable. The Company has no

restricted cash as of December 31, 2025.

Accounts

Receivable, net

Accounts

receivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting

Standards Update No. 2016-13 “Financial Instruments—Credit Losses” (“ASC 326”), the Company measures its

allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit

losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers

its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated

future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and as needed,

amounts are written-off when determined to be uncollectible. As of December 31, 2025, $21,975 allowance for credit losses was recognized.

Inventory,

net

Inventories

primarily consist of new and pre-owned vessels, including yachts and related marine products, held for sale in the ordinary course of

business. Inventory is acquired through direct purchases from manufacturers, vendors, and third-party sellers, as well as through customer

trade-ins received in connection with vessel sales transactions. Trade-in inventory is initially recorded based on the estimated net

realizable value of the vessel at the date acquired, considering estimated selling prices and costs necessary to prepare the vessel for

resale.

Inventories

are stated at the lower of cost or net realizable value. The cost of vessel inventory is determined using the specific identification

method. The Company evaluates inventory for obsolescence and impairment by considering factors such as inventory aging, historical sales

trends, current market conditions, and expected future demand. Inventory may also include parts, accessories, engines, trailers, and

work in process related to repair, refurbishment, and service operations. Parts, accessories, engines, and trailers are primarily used

in the Company’s service and maintenance operations. The cost of parts and accessories inventory is determined using methods that

vary by entity and include both the average cost method and first-in, first-out (“FIFO”) method. Work in process (“WIP”)

primarily represents costs incurred for customer service and repair work orders that have not yet been completed and recognized as cost

of services. Such costs are deferred until the related service revenue is recognized.

Property,

plant and equipment, net

Property,

plant and equipment are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based

on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of

the assets:

Useful Lives

Equipment

3-7 years

Vehicles

3-5 years

Leasehold improvements

The shorter of useful life and lease term

When

assets are retired or otherwise disposed of, the cost, accumulated depreciation is removed from the accounts and any resulting gain or

loss is reflected in the Combined statements of operations in the period realized. Maintenance and repairs that do not enhance or extend

the asset’s useful life are charged to operating expense as incurred.

Assets

acquired under a finance lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if

the lease transfers ownership to the Company at the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired

under a finance lease are amortized over the lease term.

Sales

Tax

The

Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that

imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues

and cost of sales.

Leases

The

Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB. The adoption of Topic 842 resulted in the

presentation of operating lease right-of-use assets and operating lease liabilities on the combined balance sheets.

The

Company has assessed the following: (i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification

for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify

for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets

including office space, warehouses and equipment, with a lease term of 12 months or less.

The

Company determines whether an arrangement is or contains a lease at inception. A lease for which substantially all the benefits and risks

incidental to ownership remain with the lessor is classified by the lessee as an operating lease. The Company currently has both operating

and finance leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability,

current, and operating lease liability, non-current in the Company’s combined balance sheets. Please refer to Note 11 for the disclosures

regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position, results of operations

and cash flows.

ROU

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation

to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement

date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit

rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the

present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives.

The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets

and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are

recognized on a straight-line basis over the lease term.

For

operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its combined

balance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short term lease

costs are immaterial to its combined statements of operations and cash flows. The Company has operating lease agreements with insignificant

non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease

component.

The

Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews

the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the

asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset

from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount

of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future

pre-tax cash flows. For the year ended December 31, 2025, the Company did not have any impairment loss against its operating lease ROU

assets.

Fair

Value of Financial Instruments

The

Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB

ASC No. 820, Fair Value Measurements, which provides guidance with respect to valuation techniques to be utilized in the determination

of fair value of assets and liabilities.

The

objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy

gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest

priority to unobservable inputs (Level 3). The three-tier hierarchy of inputs is summarized in the three broad levels below:

Level 1 —

Quoted prices

in active markets for identical assets and liabilities.

Level 2 —

Quoted prices in active

markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly,

for substantially the full term of the financial instrument.

Level 3 —

Unobservable inputs that

are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes

certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The

Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable,

inventory, prepaid expenses, other current assets, account payables, accrued liabilities, customer deposits, current portion of long-term

debt and floor plan notes payables approximate the fair value of the respective assets and liabilities as of December 31, 2025 due to

their short-term nature.

Revenue

Recognition

The

majority of our revenue is from contracts with customers for the sale of boats, yachts, and trailers. We recognize revenue from boat,

yacht, and trailer sales upon transfer of control of the boat, yacht, or trailer to the customer, which is generally upon acceptance

of the boat, yacht, and trailer by the customer and the satisfaction of our performance obligations. The transaction price is determined

with the customer at the time of sale.

Boat,

yacht, and trailer sales transactions often include both cash and non-cash consideration. Cash consideration is paid directly by the

Company’s customers or by third-party financial institutions financing the Company’s customer transactions. Non-cash consideration

is in the form of trade-in used boats. The Company assigns value to trade-in assets by estimating a future selling price, which the Company

estimates based on relevant internal and third-party data, less a gross profit amount to be realized at the time the trade-in asset is

sold and an estimate of any reconditioning work required to ready the asset for sale. Both cash and non-cash consideration may be received

prior to or after the Company’s performance obligation is satisfied. Any consideration received prior to the satisfaction of the

Company’s performance obligation is recognized as deferred revenue. Revenue recognized associated with trade-ins solely relates

to end-user boat purchasers and not to boat manufactures or other wholesalers. As of December 31, 2025, the Company held trade-in boats

recorded as inventory with a total value of $2,112,797. For the year ended December 31, 2025, the Company recognized $3,079,000 in revenue

from the sale of trade-in boats.

Revenue

is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and

wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time

of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time.

Dealer

Incentives

The

Company participates in various manufacturer-sponsored dealer incentive programs, including sales performance incentives, volume-based

incentives, promotional allowances, and other incentive arrangements. Incentives are earned upon satisfaction of the applicable program

requirements established by the manufacturers.

The

Company recognizes dealer incentive when the applicable performance conditions have been met and collection is considered probable. Dealer

incentives are recorded as reductions of inventory cost and are subsequently recognized as reductions of cost of goods sold when the

related inventory is sold. Amounts earned but not yet received are recorded as receivables.

Principal

versus Agent Considerations:

evaluate whether we are acting as a principal or an agent in each type of revenue transaction by assessing whether we control the specified

goods or services before they are transferred to the customer, in accordance with ASC 606. We are the principal for sales of new, pre-owned,

consignment, and wholesale boats, because we control the boat or yacht before transfer to the customer, bear the inventory risk, and

have discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

For

brokerage transactions, we act solely as an agent in arranging the sale of a boat between a seller and a buyer. In these transactions,

we do not control the boat prior to transfer and do not bear the inventory risk. Therefore, we recognize revenue from brokerage transactions

on a net basis, representing only the commission or fee earned. The transfer of control of the boat in brokerage transactions occurs

directly between the seller and the buyer, and we do not obtain control at any point in the transaction.

recognize customer deposits as revenue at the time of acceptance and the transfer of control to the customers. Total customer deposits

of $573,395 recorded as of December 31, 2024 were recognized in revenue during the fiscal year ended December 31, 2025.

recognize deferred revenue from service operations, maintenance and slip and storage services over time on a straight-line basis over

the term of the contract as our performance obligations are met.

Net

revenue by category:

For the year ended December 31,

2025

Boat maintenance and repair

3,697,282

Boat sales services

23,358,072

Others

2,874,620

Total

$ 29,929,974

Selling,

General and Administrative Expenses

Selling,

general, and administrative expenses consist primarily of insurance, utilities, and other customary operating expenses. All the costs

are charged to operations when incurred. The Company recorded selling, general and administrative expenses of $2,071,715 for the year

ended December 31, 2025.

Advertising

and Marketing Costs

Advertising

and marketing costs include costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and

boat shows. The Company recorded advertising and marketing expenses of $481,408 for the year ended December 31, 2025.

Income

Taxes

The

Company is organized as a limited liability company (“LLC”) and has elected to be treated as a partnership for U.S. federal

and state income tax purposes. As a result, the Company is generally not subject to federal or state corporate income taxes at the entity

level; instead, the taxable income or loss of the Company is reported by and taxed to its individual members. Accordingly, no provision

for federal income taxes has been included in these financial statements.

The

Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the combined financial statement carrying amounts of existing assets and liabilities and their respective tax

bases.

Deferred

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets

to the amount expected to be realized.

The

provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for

combined financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation

also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets

and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

Penalties

and interest related to underpayment of income tax are classified as income tax expense in the period incurred.

The

Company believes there were no uncertain tax positions as of December 31, 2025, respectively. The Company does not expect that its assessment

regarding unrecognized tax positions will materially change over the next 12 months.

Earnings

Per Share

The

Company is organized as a limited liability company and does not have shares of common stock outstanding. Accordingly, earnings per share

disclosures required under ASC 260 are not applicable to the Company.

Segment

Reporting

The

Company operates as a single operating segment encompassing marine vessel sales (new and pre-owned), marine repair and maintenance services,

storage and hauling, and related marina operations. The Company’s chief operating decision maker (“CODM”) reviews Combined

financial results to assess performance and allocate resources. All of the Company’s assets are located in the U.S.

Parties

Parties,

which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly, to control

or exercise significant influence over the other party in making financial and operating decisions, or if the other party has such ability

over the Company. Companies are also considered to be related if they are subject to common control or common significant influence,

such as a family member or relative, shareholder, or a related corporation.

Commitments

and Contingencies

the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business,

which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that liability has been incurred,

and the amount of the assessment can be reasonably estimated.

the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be

estimated, then the estimated liability is accrued in the Company’s Combined financial statements. If the assessment indicates

that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then

the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would

be disclosed.

Loss

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee

would be disclosed.

Subsequent

events

The

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the Combined financial

statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the Combined

financial statements are presented.

Recent

Accounting Pronouncements

Recently

issued accounting pronouncements not yet adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative

and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency

of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation

by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025,

for private companies, with early adoption permitted. The amendments should be applied prospectively however, retrospective application

is also permitted. The Company is in the process of assessing the impact of this ASU on its Combined financial statements.

November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU

No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the

Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income

statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods

within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The

Company is currently evaluating the adoption of this guidance whether or not a material impact on the Company’s Combined financial

statements.

July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts

Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions

at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts

receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods

within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption

is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our Combined

financial statements.

September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references

to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU

is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU

can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on

the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to

any or all prior periods presented in the Combined financial statements. Early adoption is permitted. We are currently evaluating the

provisions of this ASU.

December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 clarifies the scope and requirements for interim financial statement disclosures under U.S. GAAP. The amendments create a

comprehensive list of required interim disclosures and introduce a disclosure principle requiring entities to disclose, in interim periods,

any event or change since the previous year-end that has a material effect on the entity. ASU 2025-11 is effective for interim reporting

periods within annual periods beginning after December 15, 2027, for public business entities, and after December 15, 2028, for all other

entities. Early adoption is permitted. The amendments may be applied prospectively or retrospectively to any or all prior interim periods

presented. The Company is currently evaluating the impact of ASU 2025-11 on its Combined financial statements.

Recently

adopted accounting pronouncements

November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable

segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the

Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This

ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses

the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The

ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024. We adopted this ASU on December 31, 2025, refer to Note 15, for the inclusion of the new required disclosures.

NOTE

3. ACCOUNT RECEIVABLES, NET

Accounts

receivable, net consisted of the following at December 31, 2025:

December 31, 2025

Accounts receivable

$ 270,914

Less: allowance for doubtful accounts

(21,975 )

Accounts receivable, net

$ 248,939

The

movement of allowance for doubtful accounts are as follows:

December 31, 2025

Beginning balance

$ 21,326

Write-off

Addition

649

Ending balance

$ 21,975

NOTE

4. INVENTORY

Inventories

consisted of the following:

December 31, 2025

New vessel inventory

$ 11,318,512

Used vessel inventory

1,669,651

Work in progress

786,064

Parts and accessories

672,372

Engines and trailers

81,210

Total

$ 14,527,809

Inventories

are stated at the lower of cost or net realizable value. The Company periodically evaluates inventory for impairment and records write-downs

when the estimated net realizable value is less than cost. In assessing net realizable value, management considers factors including

inventory aging, turnover trends, historical sales experience, current market conditions, expected future demand, pricing trends, and

estimated costs to sell the inventory.

The

Company maintains allowances for slow-moving and obsolete inventory when necessary. During the year ended December 31, 2025, the Company

recorded inventory write-downs of $443,146 related primarily to certain used vessel inventory with carrying values that exceeded estimated

net realizable value.

NOTE

5. PROPERTY AND EQUIPMENT

Property

and equipment, net consisted of the following:

December 31, 2025

Leasehold improvement

$ 135,519

Equipment

409,017

Vehicles

105,701

Property, plant and equipment, gross

650,237

Less: accumulated depreciation and amortization

(428,286 )

Property, plant and equipment, net

$ 221,951

During

the year ended December 31, 2025, the Company incurred depreciation expenses on property and equipment of $220,160.

NOTE

6. OTHER ASSETS

Other

assets consisted of the following as of December 31, 2025:

December 31, 2025

Security deposits

45,526

Bertram 60’ vessel

966,011

Total

$ 1,011,537

Included

in other assets is a Bertram 60’ vessel with a carrying value of $966,011 as of December 31, 2025. Legal title to the vessel was

held by the Company as of December 31, 2025; however, pursuant to the terms of the transaction under which the Company was subsequently

acquired by NextBoat Inc., the vessel was designated to be retained by the former owner and was not intended to remain as an operating

asset of the Company following the acquisition. Accordingly, management has classified the vessel within other assets.

Management

evaluates other assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

No impairment was recognized during the year ended December 31, 2025.

NOTE

7. ACCRUED LIABILITIES

Accrued

liabilities consisted of the following as of December 31,2025:

December 31, 2025

Sales tax payable

$ 103,626

Insurance payable

158,024

Accrued operating expenses

258,114

Total

$ 519,764

NOTE

8. NOTES PAYABLE – FLOOR PLAN

of December 31, 2025, the Company maintains an inventory floorplan financing facility with Wells Fargo Commercial Distribution Finance,

LLC (“WFCDF”) (Customer No. 238271, Branch 3328), used to finance the purchase of new boat inventory held for resale. The

total outstanding balance under the facility as of December 31, 2025 was $7,255,700. The facility is secured by the financed inventory

and its proceeds. As of December 31, 2025, there was no principal past due and the Company was in compliance with all material terms

of the facility.

of December 31, 2025, the Company also maintains an inventory floorplan financing facility with Northpoint Commercial Finance (CIN -

Acct. ID: 23643-17826), used to finance the purchase of new boat inventory held for resale sourced from suppliers including Iconic Marine

Group, LLC and Nauticstar, LLC. The facility bears interest at a variable rate equal to the Average Daily Balance (“ADB”)

base rate plus a spread of 3.99% per annum. As of March 31, 2026, the ADB base rate was 3.7834%, resulting in an effective interest rate

of approximately 7.77% per annum. The total outstanding principal balance under this facility as of December 31, 2025 was $3,946,762.

The facility is secured by the financed inventory and its proceeds, with unit maturity dates extending through March 31, 2026 and December

25, 2028. As of December 31, 2025, there was no principal past due and the Company was in compliance with all material terms of the facility.

The

total floor plan notes payable outstanding as of December 31, 2025 was $11,202,462.

NOTE

9. LOAN PAYABLE

December 31, 2025

Payable to m2 Equipment Finance LLC bearing interest through fixed monthly installments of $1,209. The original loan amount is $85,500 with terms of 84 months starting from May 22, 2021. The loan is secured by the related marina forklift equipment.

$ 31,884

Payable to City National Bank of Florida bearing interest of 4.950%. The original note amount is $80,000 with terms of 60 months starting from June 21, 2022.

26,140

Total Long-term debt

$ 58,024

Maturity

of long-term debt is as follows:

Year ending December 31:

Amount

2026

$ 30,473

2027

22,879

2028

4,672

$ 58,024

NOTE

10. CUSTOMER DEPOSITS

Customer

deposits primarily consist of advance payments received from customers related to vessel sales transactions and marine repair or service

work to be performed in future periods. Such amounts are recognized as revenue when the related performance obligations are satisfied.

recognize customer deposits as revenue at the time of acceptance and the transfer of control to the customers. Total customer deposits

of $573,395 were recorded as of December 31, 2024 and were recognized in revenue during the year ended December 31, 2025. Total customer

deposits of $445,570 are recorded as of December 31, 2025. Additional deposits were paid by customers in 2025 was recognized into revenue

in the same year they were received.

The

movement in customer deposits is as follows:

December 31, 2025

Balance at beginning of the year

$ 573,395

Decrease in customer deposits as a result of recognizing revenue during the year was included in the customer deposits at the beginning of the year

(32,672,354 )

Increase in customer deposits as a result of billings in advance of performance obligation under contracts

32,564,274

Refunded to the customers

(19,745 )

Balance at end of the year

$ 445,570

NOTE

11. LEASE

Operating

Leases

The

balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows:

Operating leases

December 31, 2025

Right of use-assets

$ 1,565,543

Lease liability-current

$ 808,513

Lease liability-non-current

$ 878,291

Total operating lease liabilities

$ 1,686,804

Weighted average remaining lease term (in years)

2.52

Weighted average discount rate (%)

8.50 %

The

components of lease expenses for the year ended December 31, 2025 was as follows:

For the year ended December 31,

2025

Operating lease cost

$ 1,256,755

Cost of other leases with period less than one year and variable lease costs

139,998

$ 1,396,753

Supplemental

cash flow information related to leases for the year ended December 31, 2025 was as follows:

For the year ended December 31,

2025

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

1,396,753

Supplemental noncash information:

Right-of-use assets obtained in exchange for lease obligation:

426,388

of December 31, 2025, the maturities of operating lease liabilities (excluding short-term lease) are as follows:

For the year ended December 31, 2025

Operating Leases

2026

828,054

2027

391,603

2028

341,436

2029 and thereafter

163,836

Total lease payments

$ 1,724,929

Less: imputed interest

(38,125 )

Present value of lease payments

1,686,804

Less: current portion

(808,513 )

Lease obligations, noncurrent

$ 878,291

Finance

Lease

As of December 31, 2025

Finance leases:

Property and equipment, at cost

163,125

Accumulated depreciation

(100,984 )

Property and equipment, net

62,141

Total finance lease obligations

64,473

Finance lease expense:

Amortization of leased assets

93,214

Interest on lease liabilities

9,380

Total finance lease expense

102,594

Weighted-average remaining lease term:

0.67

Weighted-average discount rate:

8.227 %

Cash paid for amounts included in the measurement of lease liabilities:

99,722

For the year ended December 31, 2025

Finance Leases

2026

64,473

Total minimum lease payments

$ 64,473

Less: current portion

(64,473 )

Lease obligations, noncurrent

$ -

NOTE

12. RELATED PARTY TRANSACTION

of December 31, 2025, the Company has a note payable of $500,000 owed to Ismael Perera, a related party. The note is non-interest-bearing,

with no stated maturity date or scheduled repayment terms, and no interest expense has been recognized in connection with this obligation.

NOTE

13. INCOME TAXES

Apex

Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC are each organized as limited liability companies and have elected to

be taxed as partnerships under the provisions of the Internal Revenue Code (the “Code”). Under this election, the Company

does not pay federal corporate income taxes on its taxable income. Instead, the members are individually liable for federal income taxes

on the Company’s taxable income, whether or not distributed. Therefore, no provision or liability for federal income taxes has

been included in the accompanying financial statements.

Uncertain

tax positions

The

Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical

merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2025, the Company did not have any

significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid

income taxes for the year ended December 31, 2025. The Company also does not anticipate any significant increases or decreases in unrecognized

tax benefits in the next 12 months from December 31, 2025.

NOTE

14. MEMBERS’ EQUITY

Apex

Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC are under common ownership and control. Members’ equity consists

of member contributions, distributions, and accumulated earnings and losses. Profits and losses are allocated to the members in accordance

with the respective operating agreements. The members’ ownership interests in the entities as of December 31, 2025 were as follows:

Entity

Members

Ownership Percentage

Apex Marine, LLC

Ismael Perera

85.00 %

William Dalton

5.00 %

Horacio Aguirre

5.00 %

Frank Llano

5.00 %

Apex Marine Sales, LLC

Ismael Perera

87.00 %

Rodolfo Garcia

8.00 %

Frank Llano

5.00 %

Apex Marine Stuart, LLC

Ismael Perera

57.50 %

Sean Fenniman

42.50 %

member contributions or distributions were made during the year ended December 31, 2025.

March 2, 2022, Apex Marine Stuart, LLC repurchased shares of its own equity interest from Kurt Chandler for a total consideration of

$15,745 and has been presented as a reduction of members’ equity in the accompanying balance sheet as of the transaction date.

NOTE

15. SEGMENT INFORMATION

accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the Combined results of operations when making decisions

about allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment.

The

Company’s segment operating profit or loss is measured using operating profit, which is the primary performance metric utilized

by management to evaluate the financial results and to make decisions regarding resource allocation. Although gross profit is reviewed

by management for operational analysis, operating income (loss) is the primary measure used by the Company’s chief operating decision

maker (CODM) for segment performance assessment and resource allocation. The Company concluded that the CODM was Ismael Perera,

CEO.

Segment

information is as follows:

For the year ended

December 31,

Item

2025

Net revenue

$ 29,929,974

Cost of revenue

24,904,625

Gross Profit

5,025,349

Depreciation

313,374

Selling, general and administrative

2,071,715

Advertising and marketing

481,408

Professional services

196,870

Salaries and wages

2,315,257

Rent expense

1,396,753

Segment operating loss

(1,750,028 )

Segment other expense

$ (582,003 )

Item

As of December 31, 2025

Segment assets

$ 19,500,690

NOTE

16. COMMITMENTS AND CONTINGENCIES

The

Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for

loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company had no pending commitments

and contingencies as of December 31, 2025.

NOTE

17. SUBSEQUENT EVENTS

The

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the combined financial

statements are available to be issued. Other than the material subsequent events disclosed above in the notes to financial statements,

no other material subsequent events that required recognition or additional disclosure in the combined financial statements are presented.

January 1, 2026, Apex Marine, LLC (the “Company”) entered into a Joint Venture Agreement with Custom Motor Sports & Marine,

LLC, a Missouri limited liability company, to form a joint venture operating under the name Apex Iconic at Haulover (the “Joint

Venture”). The Joint Venture was established to operate and maintain a marine business located at 15600 Collins Avenue, Miami Beach,

Florida 33154. Under the terms of the agreement, the Company holds a 51% interest in the Joint Venture and is entitled to 51% of net

profits. The Company is solely responsible for all capital contributions, operating expenses, capital expenditure, and financing requirements

of the Joint Venture. The Company is also responsible for day-to-day management, marketing and sales activities, cash management, and

payroll functions of the Joint Venture. The term of the Joint Venture is co-terminus with an existing sublease agreement dated September

17, 2024, between Haulover Series, as sublandlord, and Custom Motor Sports & Marine, LLC, as subtenant, with respect to the Joint

Venture’s principal place of business.

February 13, 2026, the members of the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with NextBoat

Inc. pursuant to which NextBoat Inc. agreed to acquire 100% of the membership interests of the Company. The Company obtained control

of the business effective May 1, 2026. The transaction closed on May 13, 2026, resulting in a change in ownership of the Company. Pursuant

to the terms of the transaction, the aggregate consideration was approximately $5.97 million, consisting of (i) $1.2 million in cash,

(ii) 679,012 shares of NewBoat Inc.’s common stock valued at approximately $1.8 million, and (iii) two promissory notes with aggregate

principal amounts of approximately $2.97 million. Following the closing, the Company became a wholly owned subsidiary of NextBoat Inc.

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

INDEX

TO FINANCIAL STATEMENTS

Page

Combined Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025

Combined Statements of Operations (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Combined Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Combined Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Notes to the Combined Financial Statements (Unaudited)

6 - 21

APEX

MARINE LLC

Unaudited

Combined Balance Sheets

March 31, 2026

December 31, 2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 823,650

$ 1,467,865

Accounts receivable, net

598,353

248,939

Inventory

15,917,413

14,527,809

Prepaid expenses

344,177

394,905

TOTAL CURRENT ASSETS

17,683,593

16,639,518

Non-Current Assets:

Property, plant and equipment, net

221,882

221,951

Finance lease right-of-use assets, net

38,839

62,141

Right-of-use assets

1,787,843

1,565,543

Other assets

979,008

1,011,537

TOTAL NON-CURRENT ASSETS

3,027,572

2,861,172

TOTAL ASSETS

$ 20,711,165

$ 19,500,690

LIABILITIES

Current Liabilities:

Accounts payable

$ 426,177

$ 240,836

Accrued liabilities

411,663

519,764

Lease liabilities, current

935,948

808,513

Finance lease liabilities, current

40,709

64,473

Customer deposits

447,404

445,570

Floor plan notes payable

12,849,459

11,202,462

Current portion of long-term debt

30,799

30,473

Due to related party

700,000

500,000

TOTAL CURRENT LIABILITIES

15,842,159

13,812,091

Long-term Liabilities:

Lease liabilities, noncurrent

964,143

878,291

Long-term debt, noncurrent

19,760

27,551

TOTAL LONG-TERM LIABILITIES

983,903

905,842

TOTAL LIABILITIES

$ 16,826,062

$ 14,717,933

EQUITY

Members’ equity attributable to Apex Marine LLC

3,953,938

4,782,757

Non-controlling interest

(68,835 )

TOTAL MEMBER’S EQUITY

3,885,103

4,782,757

TOTAL LIABILITIES AND EQUITY

$ 20,711,165

$ 19,500,690

The

accompanying notes are an integral part of these unaudited condensed financial statements.

APEX

MARINE LLC

Unaudited

Combined Statements of Operations

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

Net revenues

$ 6,399,197

$ 5,296,523

Cost of revenues

5,150,599

3,692,476

Gross profit

1,248,598

1,604,047

OPERATING EXPENSES

Depreciation and amortization

78,182

78,299

Selling, general and administrative

584,874

469,852

Advertising and marketing

137,634

154,769

Professional services

27,281

22,753

Salaries and wages

720,904

441,831

Rent expense

512,761

341,439

Total operating expenses

$ 2,061,636

$ 1,508,943

Income (Loss) from operations

(813,038 )

95,104

OTHER INCOME / (EXPENSE)

Interest expense, net

(94,171 )

(125,706 )

Other expense

(6,836 )

Other income

16,391

9,286

Total other expense

$ (84,616 )

$ (116,420 )

Loss before income taxes

(897,654 )

(21,316 )

Income tax expense

Net Loss

$ (897,654 )

$ (21,316 )

Net Loss attributed to non-controlling interest

(68,835 )

Net Loss attributed to Apex Marine LLC

$ (828,819 )

$ (21,316 )

The

accompanying notes are an integral part of these unaudited condensed financial statements.

APEX

MARINE LLC

Unaudited

Combined Statements of Changes in Equity

Members’

Equity

Non-

Controlling Interest

Total

Members’ Equity

Balance, December 31, 2024

$ 7,114,788

$ -

$ 7,114,788

Net Loss

(21,316 )

Balance, March 31, 2025

$ 7,093,472

$ -

$ 7,093,472

Balance, December 31, 2025

$ 4,782,757

$ -

$ 4,782,757

Net Loss

(828,819 )

(68,835 )

(897,654 )

Balance, March 31, 2026

$ 3,953,938

$ (68,835 )

$ 3,885,103

The

accompanying notes are an integral part of these unaudited condensed financial statements.

APEX

MARINE LLC

Unaudited

Combined Statements of Cash Flows

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss

$ (897,654 )

$ (21,316 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization

54,880

54,996

Depreciation of right-of-use assets

23,302

23,303

Interest expense on finance lease

1,164

3,035

Changes in operating assets and liabilities:

Accounts receivable

(349,414 )

(151,838 )

Inventory

(1,389,604 )

(8,081,249 )

Prepaid expenses and other current assets

50,728

52,249

Right-of-use assets

427,000

296,400

Other assets

2,399

Accounts payable

185,341

(30,910 )

Accrued liabilities

(108,101 )

(148,556 )

Lease liabilities

(436,013 )

(303,961 )

Customer deposits

1,834

665,912

Net cash used in operating activities

$ (2,434,138 )

$ (7,641,935 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

$ (24,681 )

$ -

Net cash used in investing activities

$ (24,681 )

$ -

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from line of credit

$ 4,897,641

$ 9,591,174

Payments on line of credit

(3,250,644 )

(2,460,264 )

Proceeds from related party note

200,000

Principal payments on debt

(7,465 )

(7,105 )

Repayment for finance leases

(24,928 )

(24,930 )

Net cash provided by financing activities

$ 1,814,604

$ 7,098,875

Net change in cash and cash equivalents

$ (644,215 )

$ (543,060 )

Cash and cash equivalents, beginning of year

1,467,865

2,423,838

Cash and cash equivalents, end of period

$ 823,650

$ 1,880,778

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest

$ 78,168

$ 125,706

Cash paid for income tax

$ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

Establishment of right-of-use asset and lease liabilities

$ 649,300

The

accompanying notes are an integral part of these unaudited condensed financial statements.

APEX

MARINE LLC

NOTES

TO COMBINED FINANCIAL STATEMENTS

March

31, 2026

NOTE

1. NATURE OF BUSINESS AND ORGANIZATION

Apex

Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC, (collectively, the “Company”) are Florida-based marine

service, sales, and storage companies engaged primarily in the sale of new and pre-owned vessels, brokerage services, marine repair and

maintenance services, parts and accessories sales, boat storage and hauling services, and related marina operations. The Company operates

through multiple locations in Florida and serves both individual and commercial customers within the recreational marine industry. The

Company’s operations include vessel sales, engine and mechanical services, refurbishment and maintenance, storage services, and

related support activities.

The

accompanying Combined financial statements include the accounts of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart,

LLC for all the periods presented. Effective January 1, 2026, the Combined financial statements also include the operations of two additional

locations: (1) a joint venture entered into between Apex Marine, LLC and Custom Motor Sports & Marine, LLC for the operation of a

marine facility in the Haulover area (the “Haulover Joint Venture”), in which Apex Marine, LLC holds a 51% interest and Custom

Motor Sports & Marine, LLC holds the remaining 49% interest, which is reflected as a noncontrolling interest in the accompanying

Combined financial statements; and (2) the Lantana location, which represents operations conducted by Apex Marine, LLC under a lease

agreement for that space. These operations are not included in the comparative period presented. All significant intercompany balances

and transactions have been eliminated in combination.

NOTE

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation and Consolidation

The

Company’s combined financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting

Principles (“U.S. GAAP”) in the United States of America and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

The

Combined financial statements include the financial statements of the entities noted in Note 1 above.

Going

Concern

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

For

the three months ended March 31, 2026, the Company incurred a net loss of $897,654 and generated negative cash flows from operating activities.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date

these financial statements are issued.

Management

has taken steps to improve the Company’s liquidity and operating performance and continues to evaluate additional sources of financing

and capital support. Subsequent to year-end, on February 13, 2026, the members of the Company entered into a Membership Interest Purchase

Agreement with NextBoat Inc. (“NXB”), and the transaction was completed on May 13, 2026, pursuant to which the Company became

a wholly owned subsidiary of NXB. Management believes that the Company’s access to financial resources and operational support

following the acquisition may provide additional liquidity and support for future operations.

The

accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset

amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going

concern.

Use

of Estimates and Assumptions

The

preparation of the Combined financial statements in conformity with generally accepted accounting principles in the United States of

America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure

of contingent assets and liabilities at the date of the Combined financial statements and the reported amounts of revenues and costs

and expenses during the reporting period. Actual results could differ from those estimates.

Cash

and Cash Equivalents

Cash

and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions

and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. The Company

considered highly liquid investments that were readily convertible to known amounts of cash and with original maturities from the date

of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.

From

time to time, the Company may maintain bank balances in interest bearing accounts in excess of $250,000, which is currently the maximum

amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts).

The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit

risk with respect to its cash.

The

Company has no restricted cash as of March 31, 2026.

Accounts

Receivable, net

Accounts

receivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting

Standards Update No. 2016-13 “Financial Instruments—Credit Losses” (“ASC 326”), the Company measures its

allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit

losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers

its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated

future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and as needed,

amounts are written-off when determined to be uncollectible. As of March 31, 2026, $21,975 allowance for credit losses was recognized.