false
--12-31
0002067767
0002067767
2026-05-28
2026-05-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
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 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.
On
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 |
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.
No
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