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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): August 13, 2026

 

NextBoat Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-42930   33-2636992

(State or other jurisdiction

of 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 ☒

 

If 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.

 

On August 13, 2026, NextBoat Inc. (the “Company”) issued a press release: “NextBoat Inc. Announces Fiscal Second Quarter 2026 Results”. 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 Inc. Announces Fiscal Second Quarter 2026 Results” dated August 13, 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: August 13, 2026 NextBoat Inc.
     
  By: /s/ Brian John
  Name: Brian John
  Title: Chief Executive Officer

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

NextBoat Inc. Announces Fiscal Second Quarter 2026 Results

 

Second quarter 2026 revenue increased 88.4% year-over-year to a record $59.1 million

 

Record number of units transacted, 138% year-over-year increase

 

Wilmington, NC – ACCESS Newswire – August 13, 2026 – NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”), a vertically integrated, technology-driven marine marketplace and one of the largest buyers and sellers of used boats in the United States, today announced financial results for its second quarter ended June 30, 2026.

 

2026 Second Quarter Highlights

 

● Revenue increased 88.4% to $59.1 million compared to $31.3 million in the second quarter of 2025

 

● Pre-owned boat sales increased 104.4% compared to the second quarter of 2025

 

● Sold 255 boats during the second quarter, a Company record

 

● Gross profit increased 100.1% to $9.5 million compared to $4.8 million in the second quarter of 2025

 

● Expanded the Company’s broker network to 111 brokers

 

● Advanced strategic partnership with MarineMax, Inc. as NextBoat’s preferred wholesale and trade-in partner

 

● Executed 2 strategic acquisitions

 

● Adjusted EBITDA1 of $0.8 million

 

“We achieved record revenue of $59.1 million, expanded our national broker network, executed two acquisitions and continued to build out our infrastructure. We are not simply focused on selling more boats. We are focused on increasing the number of transactions we can process, increasing the revenue we generate from each transaction, and increasing the proportion of our revenue that comes from higher-margin businesses. That is the opportunity we see ahead,” said Brian John, Chief Executive Officer of NextBoat.

 

“Transaction volume was up approximately 138% year-over-year, and our team grew right alongside it — our closing team tripled and our organization grew about 42% year-over-year to build the machine that makes this possible. That’s not incremental progress — that’s a company hitting its stride,” added Blake Phillips, Chief Operating Officer of NextBoat.

 

Second Quarter 2026 Results

 

Overall, revenue increased by $27.7 million, or 88.4%, to $59.1 million for the three months ended June 30, 2026, from $31.3 million for the three months ended June 30, 2025. The increase was primarily attributable to the contribution of the Apex Marine and Bellhart businesses acquired during the quarter, an increase in our floor plan limit that supported higher inventory utilization throughout the period, and the continued expansion of our broker network at Off The Hook and our premier brokerage division, Autograph Yacht Group. These factors contributed to an increase in the number of pre-owned boats sold and brokerage deals closed.

 

Gross profit increased by $4.8 million, or 100.1%, to $9.5 million for the three months ended June 30, 2026, compared to $4.8 million for the three months ended June 30, 2025. Gross profit as a percentage of revenue was 16.1% for the three months ended June 30, 2026 compared to 15.2% for the three months ended June 30, 2025. The increase was driven primarily by the higher-margin service, brokerage and finance revenue added through the Apex Marine and Bellhart acquisitions.

 

Selling, general, and administrative expenses consist primarily of insurance, utilities, and other customary operating expenses. SG&A increased $1.0 million, or 259.7%, to $1.4 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended June 30, 2025. The increase was primarily attributable to the operating cost base of the Apex Marine and Bellhart businesses acquired during the quarter, higher indirect marketing expenses, and higher insurance costs related to increased inventory levels under floorplan financing arrangements, each in line with the Company’s planned business expansion for 2026.

 

 

 

 

Salaries and wages expense increased $3.6 million, or 127.8%, to $6.5 million for the three months ended June 30, 2026, compared to $2.8 million for the three months ended June 30, 2025. Leading into and following our initial public offering, salaries and wages increased as we aligned our compensation with public-company market benchmarks and enhanced retention packages to ensure we can attract, motivate, and retain the talent required to deliver long-term shareholder value, and as we added the employee base of the businesses acquired during the quarter. Further, the Company recognized share-based compensation of $1.7 million for the three months ended June 30, 2026. These equity awards have several vesting conditions including service-based and performance-based requirements and vest between one and five years.

 

Interest expense, net increased $0.6 million, or 109.6%, to $1.2 million for the three months ended June 30, 2026, compared to $0.6 million for the three months ended June 30, 2025, driven primarily by higher average floor plan borrowings outstanding during the quarter and by debt assumed in the acquisitions and debt incurred to facilitate the Apex Marine and Bellhart transactions.

 

The Company recorded a net loss of $2.1 million for the three months ended June 30, 2026, compared to net income of $0.6 million for the three months ended June 30, 2025.

 

Adjusted EBITDA1 was an income of $0.8 million for the three months ended June 30, 2026, compared to income of $0.8 million for the three months ended June 30, 2025, a slight increase less than $0.1 million.

 

Fiscal 2026 Guidance

 

For full year 2026, the Company maintains its revenue guidance in a range of $165 million to $170 million.

 

Conference Call and Webcast

 

The Company will host an earnings conference call today, August 13, 2026, at 4:30 p.m. Eastern Time. To participate by telephone, please dial (833) 461-5787 (domestic), or (585) 542-9983 (international). The conference passcode is 366 467 666.

 

A live webcast of the conference call will be available in the Investor Relations section of the Company’s website at https://investor.nextboat.com using the conference passcode 366 467 666. An online replay of the webcast will be available for a limited time immediately following the call.

 

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.

 

 

 

 

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.

 

Contact

 

Chad Corbin

Chief Financial Officer

chadcorbin@nextboat.com

 

Investor Relations

 

ir@nextboat.com

 

 

 

 

NEXTBOAT INC.

 

Condensed Consolidated Statements of Operations

(Unaudited)

 

For the Three and Six Months Ended June 30, 2026 and 2025

 

    For the three months ended
June 30,
    For the six months ended
June 30,
 
    2026     2025     2026     2025  
                         
Revenues   $ 59,063,204     $ 31,348,061     $ 88,906,943     $ 58,586,843  
Cost of revenues     49,527,606       26,581,626       75,009,541       50,296,398  
Gross profit     9,535,598       4,766,435       13,897,402       8,290,445  
                                 
Operating expenses:                                
Depreciation and amortization     163,150       86,837       321,838       123,210  
Selling, general and administrative     1,438,694       399,992       2,732,469       823,852  
Advertising and marketing     349,410       47,609       940,303       376,655  
Professional services     1,422,174       47,193       2,008,374       101,480  
Salaries and wages     6,480,556       2,844,934       10,792,942       4,547,597  
Rent expenses     715,563       227,403       1,003,418       384,561  
Total operating expenses     10,569,547       3,653,968       17,799,344       6,357,355  
                                 
(Loss) Income from operations     (1,033,949 )     1,112,467       (3,901,942 )     1,933,090  
                                 
Other income (expenses):                                
Interest expense, net     (1,197,101 )     (571,214 )     (1,726,231 )     (1,116,512 )
Other income, net     (507 )     12,588       92,126       27,037  
Total other expenses     (1,197,608 )     (558,626 )     (1,634,105 )     (1,089,475 )
                                 
(Loss) profit before income taxes     (2,231,557 )     553,841       (5,536,047 )     843,615  
                                 
Income tax (benefit) expenses     (161,882 )     -       1,150       -  
                                 
Net (Loss) Income     (2,069,675 )     553,841       (5,537,197 )     843,615  
                                 
Net Loss attributed to non-controlling interest     (200,607 )     -       (200,607 )     -  
                                 
Net (Loss) Income attributed to Nextboat Inc.     (1,869,068 )     553,841       (5,336,590 )     843,615  
Basic and diluted net (loss) income per common share     (0.08 )     0.03       (0.22 )     0.04  
Basic and diluted weighted average common shares outstanding     24,791,031       20,000,000       24,552,176       20,000,000  

 

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

 

 

 

 

NEXTBOAT INC.

 

Condensed Consolidated Balance Sheets

As of June 30, 2026 and December 31, 2025

 

    June 30, 2026     December 31, 2025  
    (Unaudited)     (Audited)  
Assets                
Current Assets                
Cash and cash equivalents   $ 7,737,601     $ 12,428,774  
Accounts receivable, net     1,333,402       269,938  
Inventory     60,393,869       26,035,844  
Prepaid expense     1,397,605       706,256  
Other current assets     569,048       434,584  
Total Current Assets     71,431,525       39,875,396  
                 
Non-Current Assets                
Property, plant and equipment, net     3,998,268       823,231  
Other receivable     -       27,486  
Due from related party     69,912       44,623  
Right-of-use assets     18,920,775       6,516,415  
Goodwill     5,499,795       570,000  
Intangible assets, net     572,829       560,406  
Total Non-Current Assets     29,061,579       8,542,161  
Total Assets   $ 100,493,104     $ 48,417,557  
                 
Liabilities and Stockholders’ Equity                
Current Liabilities                
Accounts payable   $ 2,318,679     $ 1,471,198  
Accrued liabilities     1,699,465       790,804  
Lease liabilities, current     2,550,653       963,731  
Current portion of long-term debt     1,969,226       32,453  
Due to related party     2,776,442       315,088  
Customer deposits     2,857,835       1,210,447  
Short-term debt     2,170,000       -  
Floor plan notes payable     51,561,686       25,312,694  
Other current liabilities     576,934       773,821  
Total Current Liabilities     68,480,920       30,870,236  
                 
Long-Term Liabilities                
Long-term debt, noncurrent     3,263,451       62,003  
Lease liabilities, noncurrent     16,690,631       5,650,165  
Total Long-Term Liabilities     19,954,082       5,712,168  
Total Liabilities     88,435,002       36,582,404  
Stockholders’ Equity                
Common stock, $0.001 par value; 100,000,000 shares authorized; 25,084,128 and 24,020,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively     25,084       24,020  
Additional paid-in capital     23,723,649       17,964,567  
Common stock payable     350,000       350,000  
Non-controlling interest     (200,607 )     -  
Accumulated deficit     (11,840,024 )     (6,503,434 )
Total Stockholders’ Equity     12,058,102       11,835,153  
Total Liabilities and Stockholders’ Equity   $ 100,493,104     $ 48,417,557  

 

 

 

 

Non-GAAP Financial Information

 

To supplement NextBoat’s financial information presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), NextBoat presents certain financial measures that are not prepared in accordance with GAAP, including Adjusted EBITDA1. These non-GAAP financial measures, which are defined below, should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.

 

NextBoat is presenting these non-GAAP financial measures to assist investors in seeing NextBoat’s operating results through the eyes of management and because NextBoat believes that these measures provide a useful tool for investors to use in assessing NextBoat’s operating performance against prior period operating results and against business objectives. NextBoat uses non-GAAP financial measures to evaluate its operating results and for financial and operational decision-making. Reconciliations of the non-GAAP financial measures presented to the most directly comparable GAAP financial measures are included in the tables below.

 

1Adjusted EBITDA

 

The Company defines Adjusted EBITDA as GAAP net income (loss) before interest expense, income taxes, depreciation and amortization, and certain additional adjustments, including stock-based compensation and other non-cash items or other items that management does not consider indicative of ongoing operating performance.

 

The Three Months Ended June 30, 2026, Compared to The Three Months Ended June 30, 2025

 

    June 30, 2026     June 30, 2025     $ Change  
Net (loss) income   $ (2,069,675 )   $ 553,841     $ (2,623,516 )
Interest expense – other     507,893       172,561       335,332  
Income tax expenses     (161,882 )     -       (161,882 )
Depreciation and amortization     163,150       86,837       76,313  
Stock-based compensation     1,689,311       -       1,689,311  
Non-recurring expense     701,008       -       701,008  
Adjusted EBITDA   $ 829,805     $ 813,239     $ 16,566  

 

The Six Months Ended June 30, 2026, Compared to The Six Months Ended June 30, 2025

 

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