Form 8-K

8-K — NextBoat Inc.

Accession: 0001493152-26-034858

Filed: 2026-07-27

Period: 2026-05-28

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-05-28

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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): May 28, 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 5.03. Amendments to

Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 28, 2026, NextBoat Inc.

(formerly Off The Hook YS Inc.) (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the

Secretary of State of the State of Nevada, to change the Company’s corporate name from “Off The Hook YS Inc.” to “NextBoat

Inc.” (the “Name Change Amendment”). The Name Change Amendment was filed with the Nevada Secretary of State on May 26,

2026 and became effective on May 28, 2026. No stockholder vote was required in connection with the Name Change Amendment, as it involved

a name change only. A copy of the Name Change Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated

herein by reference. The foregoing description of the Name Change Amendment is qualified in its entirety by reference to the full text

of the Name Change Amendment.

Item

7.01. Regulation FD Disclosure.

May 29, 2026, the Company issued a press release: “NextBoat Inc. Completes Corporate Rebrand

and Begins Trading Under “NXB” on NYSE American”. 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

3.1

Certificate of Amendment to Articles of Incorporation of Off The Hook YS Inc. (now NextBoat Inc.), filed with the Nevada Secretary of State on May 26, 2026.

99.1

NextBoat Inc. Completes Corporate

Rebrand and Begins Trading Under “NXB” on NYSE American” dated May 29, 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 27, 2026

NextBoat Inc.

By:

/s/

Brian John

Name:

Brian

John

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

NextBoat

Inc. Completes Corporate Rebrand and Begins Trading Under “NXB” on NYSE American

Company

accelerates evolution into AI-powered platform transforming how boats are bought and sold

Wilmington,

NC – May 29, 2026 – NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”),

formerly Off The Hook YS Inc. (NYSE American: OTH), today announced that its corporate rebrand and ticker symbol change to “NXB”

have officially become effective on the NYSE American.

The

transition to NextBoat reflects the Company’s evolution from a traditional yacht brokerage business into a technology-driven platform

focused on modernizing the fragmented pre-owned boat market through artificial intelligence, automation, financing, logistics, and data

infrastructure.

“This

is a defining moment for our company,” said Brian John, Chief Executive Officer of NextBoat. “The NextBoat brand reflects

the platform we are building for the future of boat and yacht commerce. While Off The Hook Yachts remains a foundational part of our

business, NextBoat represents a much larger opportunity — creating a faster, more transparent, and technology-enabled experience

for buying and selling boats at scale.”

The

Company said Off The Hook Yachts will continue operating as a core division of NextBoat, serving as a key driver of inventory acquisition,

brokerage transactions, wholesale distribution, and marketplace liquidity.

“We

believe the boat industry is where automotive retail was before companies like Carvana fundamentally changed the customer experience,”

said Blake Phillips, Chief Operating Officer of NextBoat. “Our mission is to build the infrastructure layer for the boating market

- connecting buyers, sellers, dealers, brokers, lenders, and service providers through software, automation, AI, and integrated transaction

tools. The industry remains highly fragmented, and we see a significant opportunity to simplify and modernize the entire ownership journey.”

The

rebrand reflects NextBoat’s broader strategy to build a connected platform spanning brokerage, direct acquisition, wholesale distribution,

auctions, financing, transportation, lead generation, and ownership services - all powered by proprietary technology, data, and artificial

intelligence.

action is required by existing shareholders with respect to the Company’s corporate name or ticker symbol change. Shares of the

Company’s common stock will continue trading on the NYSE American under the new ticker symbol “NXB.” Existing shareholder

ownership and account positions remain unchanged.

About

NextBoat Inc.

Founded

in 2012, NextBoat Inc., previously known as Off The Hook YS Inc., is a vertically integrated, AI-powered 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

Investor

Relations

ir@nextboat.com

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws 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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May 28, 2026

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