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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): June 22, 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
1.01. Entry into a Material Definitive Agreement.
On
June 22, 2026, NextBoat Inc. (the “Company”) and its subsidiary, Off The Hook Yacht Sales NC, LLC (“Off The Hook”
and, together with the Company, the “Borrowers”), entered into a Master Loan Agreement (the “Loan Agreement”)
with RLLT Capital, LLC (the “Lender”), providing for loans from time to time, at the Lender’s discretion, to finance
a portion of the Borrowers’ acquisition of pre-owned boat inventory. In connection with the Loan Agreement, the Lender funded an
initial loan in the principal amount of $2.0 million.
Loans
under the Loan Agreement bear simple interest at 15.0% per annum and mature on the earlier of 180 days after funding and the closing
date of the sale of the applicable boat. The Borrowers may extend a loan for one additional 90-day period, with an extension premium
equal to 2% of the applicable principal amount added to the outstanding balance as additional interest.
The
Borrowers are required to pay a 1% origination fee with respect to each loan and a profit participation equal to 5% of the gross profit,
if any, realized on the sale of the applicable boat. Each loan is a full-recourse, unsecured obligation of the Borrowers, and the Borrowers
are jointly and severally liable for all obligations under the Loan Agreement and the applicable written deal schedule.
The
Loan Agreement states that the loans are intended to be ordinary commercial loans and not investment securities, and that the Lender
has no ownership interest in the financed boats or right to participate in decisions relating to the Borrowers’ business or the
acquisition, marketing, pricing, sale or disposition of the financed boats.
The
Company is disclosing the transaction as a related-party transaction because Jason Ruegg, the Company’s President and controlling
shareholder entered into a Personal Guaranty and Stock Pledge Agreement (the “Guaranty and Pledge Agreement”) in favor of
the Lender, pursuant to which he absolutely, unconditionally and irrevocably guarantees the payment and performance of the Borrowers’
obligations under the Loan Agreement and each written deal schedule. Ruegg Capital Group, Inc., a North Carolina business corporation
and affiliate of the Borrowers under common control, also entered into the Guaranty and Pledge Agreement and pledged shares of the Company’s
common stock owned by Mr. Ruegg having an aggregate collateral value of not less than $5.0 million as security for the obligations.
Mr. Ruegg did not receive any consideration for issuing the Personal Guarantee and did so because he and the Company’s board
of directors determined, after reviewing other potential loan financing, that the Loan Agreement was in the best interests of the Company.
The
foregoing description of the Loan Agreement is a summary only and is qualified in its entirety by reference to the full text of such
agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As described above, on
June 22, 2026, the Borrowers incurred a direct financial obligation under the Loan Agreement in the initial principal amount of $2.0
million, plus accrued interest, fees, any extension premium and any profit participation.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Exhibits |
| 10.1* |
|
Form
of Master Loan Agreement, dated as of June 22, 2026, by and among NextBoat Inc. and Off The Hook Yacht Sales NC, LLC, as borrowers,
and RLLT Capital, LLC, as lender, including the deal schedule thereto and Off The Hook Yacht Sales NC, LLC, as borrowers, and RLLT
Capital, LLC, as lender. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the registrant
treats as private or confidential.
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:
June 26, 2026 |
NextBoat
Inc. |
| |
|
|
| |
By: |
/s/
Brian John |
| |
Name: |
Brian
John |
| |
Title: |
Chief
Executive Officer |
