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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

WASHINGTON,\nD.C. 20549

FORM\n8-K

CURRENT\nREPORT

PURSUANT\nTO SECTION 13 OR 15(d) OF

THE\nSECURITIES EXCHANGE ACT OF 1934

Date\nof Report (Date of earliest event reported): October 13, 2026

NextBoat\nInc.

(Exact\nname of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada

001-42930

33-2636992

(State\n or other jurisdiction

of\n incorporation)

(Commission

File\n Number)

(I.R.S.\n Employer

Identification\n No.)

1701\nJel Wade Dr

Wilmington,\nNC 28401

(Address\nof principal executive offices)

Registrant’s\ntelephone number, including area code: (910) 772-9277

N/A

(Former\nname or former address, if changed since last report)

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

☐	Written communications\n pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

☐	Pre-commencement communications\n pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications\n pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities\nregistered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class		Trading\n Symbol(s)		Name\n of each exchange on which registered
Common Stock, $0.001 par\n value		NXB		NYSE American LLC

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging\ngrowth company ☒

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item\n1.01. Entry into a Material Definitive Agreement.

Subordinated\nPromissory Note

On\nOctober 13, 2026, Off The Hook Yacht Sales NC, LLC (“Off The Hook”), a wholly owned subsidiary of NextBoat Inc. (the “Company”),\nissued a Subordinated Promissory Note, dated as of October 9, 2026 (the “Note”), to BPC Management, LLC (the “Lender”),\nproviding for advances in an aggregate principal amount of up to $2.2 million to fund short-term bridge financing for working capital.\nUnder the Note, the Lender agreed to make an initial advance in the principal amount of $1.0 million (the “Initial Advance”)\nand may, at its option and upon not less than three business days’ notice, make a second advance of up to $1.2 million on or before\nDecember 31, 2026, which Off The Hook may decline. Amounts repaid under the Note may not be reborrowed.

Each\nadvance under the Note bears simple interest at 15.0% per annum and matures, together with accrued interest and the related origination\nfee, 90 days after its funding date. Any extension requires the Lender’s written consent in its sole discretion. Upon an event\nof default, past-due amounts bear interest at the lesser of 20% per annum and the maximum rate permitted by law. Off The Hook may prepay\nany advance at any time without premium or penalty, other than the origination fee.

Off\nThe Hook is required to pay a 2% origination fee with respect to each advance, which is fully earned on funding and payable at maturity.\nUntil the Initial Advance, together with the related interest and origination fee, has been repaid in full, Off The Hook is required\nto pay to the Lender 100% of the net equity proceeds from the sale of seven specified pre-owned boats held in its inventory, after payment\nof all amounts owing on those boats to Red Oak Inventory Finance, LLC (the “Senior Lender”), Off The Hook’s floorplan\nlender. The second advance, if made, is not subject to this mandatory prepayment and is due in full at its maturity. The Note is unsecured\nas to the assets of Off The Hook and the Company, but is secured by the pledge of shares of the Company’s common stock described\nbelow, and is subordinated to Off The Hook’s obligations to the Senior Lender. The Note contains customary events of default, including\npayment defaults, failure to remit boat sale proceeds or deliver required reports, defaults under the related pledge agreement and bankruptcy\nevents, upon which amounts outstanding under the Note may be accelerated.

In\nconnection with the Note, the Company entered into a Guaranty Agreement, dated as of October 9, 2026 (the “Corporate Guaranty”),\nin favor of the Lender, pursuant to which the Company absolutely, unconditionally and irrevocably guarantees the payment of Off The Hook’s\nobligations under the Note.

The\nCompany is disclosing the transaction as a related-party transaction because Jason Ruegg, the Company’s President, Chairman and\ncontrolling stockholder, entered into a Personal Guaranty and Stock Pledge Agreement, dated as of October 9, 2026 (the “Guaranty\nand Pledge Agreement”), in favor of the Lender, pursuant to which he absolutely, unconditionally and irrevocably guarantees the\npayment and performance of Off The Hook’s obligations under the Note. Ruegg Capital Group, Inc., a North Carolina business corporation\nan affiliate of Mr. Ruegg . Ruegg Capital, also entered into the Guaranty and Pledge Agreement and pledged certain of its\nshares of the Company’s common stock having an aggregate collateral value of not less than $5.0 million, which it is required to\nmaintain while the Note is outstanding, as security for the obligations. If the collateral value of the pledged shares falls below $5.0\nmillion, Ruegg Capital Group, Inc. is required to pledge additional shares, other securities acceptable to the Lender or cash within\nthree business days after notice, and failure to do so constitutes an event of default. Upon an event of default, the Lender may exercise\nvoting rights with respect to, and foreclose upon and sell, the pledged shares, which could result in a change in control of the Company.\nMr. Ruegg did not receive any consideration for entering into the Guaranty and Pledge Agreement.

The\nforegoing descriptions of the Note, the Corporate Guaranty and the Guaranty and Pledge Agreement are summaries only and are qualified\nin their entirety by reference to the full text of such documents, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to\nthis Current Report on Form 8-K and incorporated herein by reference.

Item\n2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As described above, on\nOctober 13, 2026, Off The Hook entered into the Note, under which the Lender funded the Initial Advance in the principal amount of $1.0\nmillion, and Off The Hook incurred a direct financial obligation in such amount, plus accrued interest and the origination fee, which\nthe Company has guaranteed under the Corporate Guaranty. Off The Hook may incur up to an additional $1.2 million in principal if the\nLender makes the second advance.

Item 9.01. Financial Statements and Exhibits.

(d)\nExhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit\n Number		Exhibits
10.1*		Form\n of Subordinated Promissory Note, dated as of October 9, 2026, issued by Off The Hook Yacht Sales NC, LLC to BPC Management, LLC.
10.2*		\n Form of Guaranty Agreement, dated as of October 9, 2026, by NextBoat Inc. in favor of BPC Management, LLC.
10.3*		Form\n of Personal Guaranty and Stock Pledge Agreement, dated as of October 9, 2026, by Jason Ruegg and Ruegg Capital Group, Inc. in\n favor of BPC Management, LLC.
104		Cover\n Page Interactive Data File (embedded within the Inline XBRL document).

*\nCertain identified information has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant\ntreats as private or confidential.

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Date:\n October 19, 2026	NextBoat\n Inc.

	By:	/s/\n Ross Tannenbaum
	Name:	Ross\n Tannenbaum
	Title:	Chief\n Executive Officer

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