Form 8-K

8-K — NextBoat Inc.

Accession: 0001493152-26-033454

Filed: 2026-07-16

Period: 2026-07-16

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 16, 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. ☐

Item

7.01. Regulation FD Disclosure.

July 16, 2026, NextBoat Inc. (the “Company”) issued a press release: “NextBoat to Report Record Second Quarter Performance

and Expects to Up Its Guidance for the Third Time in 2026 and Return to Profitability”. A copy of the press release is attached

hereto as Exhibit 99.1.

The

information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be

expressly set forth by specific reference in any such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibits

99.1

Press Release of NextBoat Inc. entitled “NextBoat to Report Record Second Quarter Performance and Expects to Up Its Guidance for the Third Time in 2026 and Return to Profitability” dated July 16, 2026.

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:

July 16, 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

NextBoat

Provides Update on Record Second Quarter Performance and Progress Toward Profitability

Record

transaction closings, record quarterly sales, and a landmark MarineMax partnership drive continued marketplace expansion and progress

toward profitability

Wilmington,

NC – ACCESS Newswire – July 16, 2026 – NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”),

today provided a business update highlighting record closings and quarterly sales during the second quarter of 2026, continued expansion

of its marketplace, and significant progress toward profitability, alongside continued investment in the platform and automation.

“The

first quarter of 2026, our first full quarter as a public company, included public-company transition costs, resulting in a loss for

the quarter,” said Jason Ruegg, Founder and Executive Chairman. “Based on preliminary results, we expect to be at or near

profitability for the second quarter, which we believe reflects the resilience of our operating platform and our disciplined growth and

execution.”

Second

Quarter Highlights

● Achieved

a record number of transaction closings during the quarter.

● Partnered

with MarineMax as its preferred wholesale partner for pre-owned boats and yachts, while establishing

a preferred finance and insurance relationship with Newcoast.

● Continued

development of proprietary closing automation designed to streamline key transaction processes,

improve the customer experience, and increase throughput per closer.

● Tripled

the Company’s transaction closing team to meet record transaction demand and support

continued growth.

● Grew

transaction volume approximately 120% year-over-year across the NextBoat platform, based

on preliminary unaudited internal data.

● Successfully

completed the first full quarter of ownership of APEX, with the business achieving profitability

following integration and operational stabilization.

● Bellhart

continued its operational turnaround, substantially reducing legacy inventory while positioning

the business for renewed growth as inventory replenishment progresses.

● Launched

the Company’s new automated Broker Hiring Portal, enabling brokers to recruit and manage

their own sales organizations while automatically administering team commissions and override

structures.

● NextBoat

has grown its organization by approximately 42% year-over-year, based on preliminary internal

data, reflecting the Company’s aggressive investment in growth and market expansion.

● Initiated

full development of a centralized Business Development Center to improve customer engagement,

lead management, sales conversion, and service quality across the platform.

● Grew

traffic and inbound customer activity year-over-year through WeBuyBoats.com, further strengthening

the Company’s acquisition pipeline.

“Our

second quarter reflects the execution of the strategy we’ve been building toward,” said Brian John, Chief Executive Officer

of NextBoat Inc. “We’re not simply growing transaction volume — we’re building the technology infrastructure

that allows us to scale efficiently. By investing in automation, expanding our brokerage network, and integrating complementary businesses,

we’re positioning NextBoat to become a leading technology-driven transaction platform in the marine industry.”

The

Company believes its continued investment in automation, proprietary software, and scalable operating infrastructure will support long-term

growth while improving operating leverage as transaction volumes continue to increase.

The

Company expects to report its second quarter financial results on August 14, 2026. Additional information regarding platform enhancements,

strategic partnerships, and acquisition opportunities will be provided as it becomes available.

About

NextBoat Inc.

Founded

in 2012, NextBoat Inc., previously known as Off The Hook YS Inc., is a vertically integrated, technology-driven marine marketplace transforming

how boats are bought, sold, financed, and serviced across the United States. Through proprietary technology, transaction data, financing

capabilities, and a growing national acquisition network, the Company operates across boat brokerage, wholesale inventory acquisition,

auctions, financing, and marine services. NextBoat’s ecosystem includes Off The Hook Yachts, Autograph Yacht Group,

Azure Funding, and proprietary lead-generation platforms. Headquartered in Wilmington, North Carolina, NextBoat is rapidly expanding

its national footprint and market share within the $57 billion U.S. marine industry.

Contact

Chad

Corbin

Chief

Financial Officer

chadcorbin@nextboat.com

Investor

Relations

ir@nextboat.com

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended, regarding NextBoat Inc. (“Company”), including, without limitation,

statements regarding the Company’s business strategy, technology platform, market opportunity, planned operations, and expected

results and benefits. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “explore,”

“evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”

“project,” “seek,” “should,” or “will,” or the negative of such terms thereof or other

variations thereon or comparable terminology, although not all forward-looking statements contain these identifying words. These forward-looking

statements are based on the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve

significant risks and uncertainties, many of which are beyond our control. Actual results, performance or achievements, including the

timing of events, may differ materially from those expressed or implied by the forward-looking statements as a result of various risks

and uncertainties, including those described under the heading “Risk Factors” in the Company’s filings with the Securities

and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other subsequent filings

with the SEC. Copies of these filings are available on the SEC’s website at www.sec.gov. Investors are cautioned that forward-looking

statements are not guarantees of future performance, and are cautioned not to place undue reliance on any such forward-looking statements.

The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking

statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available

by the Company on its website or otherwise. The Company undertakes no obligation to update, revise or supplement any forward-looking

statements to reflect actual results, new information, future events, changes in its expectations or other circumstances occurring after

the date such statements were made, except as required by applicable law.

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