UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
| ☒ |
Preliminary
Information Statement |
| ☐ |
Definitive
Information Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
NEXTBOAT
INC.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
| ☐ |
Fee
paid previously with preliminary materials |
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11 |
NEXTBOAT
INC.
1701
Jel Wade Dr
Wilmington,
NC 28401
(910)
772-9277
Notice
of Actions Taken Pursuant to Written Consent of Stockholders
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
To
the Stockholders of NextBoat Inc.:
This
Notice and accompanying Information Statement is being furnished to the stockholders of record of the outstanding common stock, $0.001
par value per share (the “Common Stock”), of NextBoat Inc. (the “Company,” “we,”
“us” or “our”), a Nevada corporation, as of the close of business on August 17, 2026
(the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
The
purpose of this Information Statement is to notify our stockholders, in accordance with Chapter 78 of the Nevada Revised Statutes (the
“NRS”), that in lieu of a Special Meeting of the Stockholders of the Company, Jason Ruegg, as the holder of 13,239,750
shares of common stock, representing approximately 53% of the voting power of our issued and outstanding voting capital stock (the “Majority
Stockholder”), approved the following action (the “Corporate Action”) on June 24, 2026:
●
the ratification and approval of the prior issuance of an aggregate of 185,120 shares of common stock to certain service providers as
compensation for services rendered (the “Service Provider Issuances”), which issuances were made without first obtaining
shareholder approval as required under Section 711 of the NYSE American Company Guide.
The
foregoing action was approved on June 25, 2026, by the Board of Directors of the Company (the “Board of Directors”). The
Majority Stockholder consent we received constitutes the only stockholder approval required under the NRS, our Articles of Incorporation,
and our Bylaws, to approve the Corporate Action. Our Board of Directors is not soliciting your consent or your proxy in connection with
this action and neither consents nor proxies are being requested from stockholders.
Although
the Service Provider Issuances have already been completed, the ratification of such issuances by the Majority Stockholder will not become
effective until the date that is twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to
holders of our Common Stock as of the close of business on the Record Date.
By
Order of the Board of Directors,
/s/
Brian S John
Brian
S John
Chief
Executive Officer
[FILING
DATE], 2026
TABLE
OF CONTENTS
| Page |
GENERAL INFORMATION
| 1 |
CORPORATE ACTION TAKEN
| 2 |
ACTION TAKEN BY WRITTEN CONSENT
| 5 |
EFFECTIVE DATE
| 5 |
DISSENTER’S RIGHTS OF APPRAISAL
| 5 |
OUTSTANDING VOTING SECURITIES
| 5 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| 6 |
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF THE COMPANY.
WE
ARE NOT ASKING YOU FOR A PROXY, AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
INFORMATION
NextBoat
Inc., a Nevada corporation, with its principal executive offices located at 1701 Jel Wade Dr, Wilmington, NC 28401, is sending you this
Notice and Information Statement (the “Information Statement”) to notify you of actions that the Majority Stockholder
has taken by written consent in lieu of a special meeting of stockholders. References in this Information Statement to the “Company,”
“we,” “our,” “us,” and “NextBoat” are to NextBoat Inc. The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward the Information Statement to beneficial owners of the Common Stock held of record by them.
Copies
of this Information Statement are first being mailed on or about August 27, 2026, to the stockholders of record of the outstanding
shares of our common stock, $0.001 par value per share (the “Common Stock”), at the close of business on August
17, 2026, which we refer to as the “Record Date.”
Although
the Service Provider Issuances described herein were completed prior to the date of this Information Statement, this Information Statement
is being filed to provide notice of the stockholder action ratifying those prior issuances, as required under Rule 14c-2 of the Exchange
Act. The Service Provider Issuances were made without first obtaining shareholder approval as required under Section 711 of the NYSE
American Company Guide. In order to cure this noncompliance, the Majority Stockholder has approved the ratification of such issuances
by written consent. The twenty (20) calendar day notice period described herein applies to the effectiveness of the ratification, not
to the Service Provider Issuances themselves, which have already been completed.
Background
On
June 24, 2026, by a written consent of Jason Ruegg, as the holder of 13,239,750 shares of Common Stock, representing approximately 53%
of the voting power of our issued and outstanding voting capital stock (the “Majority Stockholder”), and on June 25,
2026, by the Board of Directors of the Company (the “Board of Directors” or the “Board”), the following
action (the “Corporate Action”) was approved, in lieu of a special meeting of stockholders:
●
the ratification and approval of the prior issuance of an aggregate of 185,120 shares of Common Stock to certain service providers as
compensation for services rendered (the “Service Provider Issuances”), which issuances were made without first obtaining
shareholder approval as required under Section 711 of the NYSE American Company Guide.
The
elimination of the need for a formal meeting of the stockholders to approve the Corporate Action is authorized by Section 78.320 of the
Nevada Revised Statutes (the “NRS”), our Articles of Incorporation and our Bylaws. Section 78.320 of the NRS provides that,
unless otherwise provided in the Company’s Articles of Incorporation or Bylaws, any action required or permitted to be taken at
a meeting of the Stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders
holding at least a majority of the voting power. Neither the Company’s Articles of Incorporation nor its Bylaws prohibit the taking
of action by its stockholders by written consent. Prompt notice of any such action taken by written consent must be provided to all holders
of our Common Stock as of the Record Date.
In
order to eliminate the costs and management time involved in holding a special meeting, the Corporate Action was approved by the written
consent of the Majority Stockholder in lieu of a special meeting of stockholders.
This
Information Statement shall constitute notice to you of the Majority Stockholder taking action by written consent under Section 78.320
of the NRS.
The
consent of the Majority Stockholder we received constitutes the only stockholder approval required under the NRS, our Articles of Incorporation
and our Bylaws, to approve the Corporate Action. Our Board of Directors is not soliciting your consent or your proxy in connection with
this action and neither consents, nor proxies are being requested from stockholders.
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Exchange Act to our stockholders of record
as of the close of business on the Record Date. Although the Service Provider Issuances have already been completed, the ratification
approved by the Majority Stockholder will not become effective until at least twenty (20) days after the date this Information Statement
is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date, which we expect to be on or approximately
[EFFECTIVE DATE], 2026. Stockholders may also request a copy of the Information Statement by contacting our main office at (910) 772-9277.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them
and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
CORPORATE
ACTION TAKEN
This
Information Statement contains a brief summary of the material aspects of the Corporate Action approved by the members of the Board of
Directors of the Company and the Majority Stockholder.
Ratification
of Prior Stock Issuances to Service Providers
On
June 25, 2026, our Board of Directors, and on June 24, 2026, the Majority Stockholder, respectively, approved the ratification of the
prior issuance of an aggregate of 185,120 shares of Common Stock to certain service providers as compensation for services rendered (the
“Service Provider Issuances”).
Background
and Description of the Service Provider Issuances
Between
February 2026 and May 2026, the Company entered into certain consulting and service arrangements with third-party service providers.
Pursuant to these arrangements, the Company issued an aggregate of 185,120 shares of Common Stock to such service providers as compensation
for services rendered to the Company. These issuances were made in four separate transactions without first obtaining shareholder approval
as required under Section 711 of the NYSE American Company Guide (the “Company Guide”).
The
following table sets forth the details of each of the Service Provider Issuances:
| No. | |
Recipient | |
Date of Issuance | |
Shares of Common Stock | |
| 1 | |
Greentree Financial Group Inc. | |
February 4, 2026 | |
| 100,000 | |
| 2 | |
Emily Pantelides | |
February 13, 2026 | |
| 25,000 | |
| 3 | |
Corporate Profile LLC | |
February 13, 2026 | |
| 10,000 | |
| 4 | |
Greentree Financial Group Inc. | |
May 15, 2026 | |
| 50,120 | |
| | |
Total: | |
| |
| 185,120 | |
Description
of Each Issuance
Issuance
No. 1 — Greentree Financial Group Inc. (February 4, 2026; 100,000 shares). On or about January 30, 2026, the Company entered
into a service agreement with Greentree Financial Group, Inc. (“Greentree”), pursuant to which Greentree agreed to provide
professional services in connection with financial statements. As consideration for such services, the Company agreed to issue 100,000
shares of Common Stock to Greentree. The shares were issued on or about February 4, 2026. Greentree’s services included assistance
with preparation of the Company’s consolidated financial statements, pre-audit adjustments, financial disclosure sections of the
Company’s registration statement, and compliance with US GAAP and SEC disclosure requirements. The per-share value at the date
of issuance was approximately $2.66.
Issuance
No. 2 — Emily Pantelides (February 13, 2026; 25,000 shares). On or about February 13, 2026, the Company issued 25,000 shares
of Common Stock to Emily Pantelides as compensation for consulting services rendered to the Company. Ms. Pantelides’ services included
media relations, press release preparation, and public relations counseling on behalf of the Company. The per-share value at the date
of issuance was approximately $2.56.
Issuance
No. 3 — Corporate Profile LLC (February 13, 2026; 10,000 shares). On or about February 13, 2026, the Company issued 10,000
shares of Common Stock to Corporate Profile LLC (“Corporate Profile”) as compensation for consulting services rendered to
the Company. Corporate Profile’s services included investor relations support, and preparation of investor communications materials.
The per-share value at the date of issuance was approximately $2.56.
Issuance
No. 4 — Greentree Financial Group Inc. (May 15, 2026; 50,120 shares). On or about May 15, 2026, the Company issued an additional
50,120 shares of Common Stock to Greentree as compensation for additional services rendered to the Company. Greentree provided additional
accounting, financial reporting, and SEC compliance consulting services in connection with the Company’s continued registration
statement preparation and SEC reporting obligations. The per-share value at the date of issuance was approximately $2.41.
NYSE
American Shareholder Approval Requirement
Section
711 of the NYSE American Company Guide requires listed companies to obtain shareholder approval prior to establishing or materially amending
equity compensation arrangements pursuant to which stock may be acquired by officers, directors, employees, or consultants. The Service
Provider Issuances constituted equity compensation arrangements with consultants and service providers, and accordingly required prior
shareholder approval under Section 711 of the Company Guide.
The
Company inadvertently failed to obtain shareholder approval prior to effecting the Service Provider Issuances. The Company is now seeking
to ratify these issuances after the fact in order to cure its noncompliance with the NYSE American listing standards. The ratification
by the Majority Stockholder is intended to retroactively satisfy the shareholder approval requirement under Section 711 of the Company
Guide.
Board
Recommendation and Majority Stockholder Approval
On
June 25, 2026, the Board of Directors approved and recommended the ratification of the Service Provider Issuances. On June 24, 2026,
Jason Ruegg, as the holder of 13,239,750 shares of Common Stock (approximately 53% of the outstanding Common Stock), executed a written
consent approving the ratification of the Service Provider Issuances.
Dilutive
Effects of the Service Provider Issuances
The
185,120 shares of Common Stock issued in the Service Provider Issuances represent approximately 0.77% of the shares of Common Stock that
were outstanding immediately prior to such issuances and approximately 0.74% of the 25,142,895 shares of Common Stock currently outstanding.
The issuance of these shares had a dilutive effect on existing stockholders’ percentage ownership interests in the Company. However,
the Board of Directors determined that the services received by the Company in consideration for such share issuances were in the best
interests of the Company and its stockholders.
No
fractional shares were issued in connection with the Service Provider Issuances. The shares issued in the Service Provider Issuances
are subject to the same rights, preferences, and privileges as all other outstanding shares of Common Stock.
ACTION
TAKEN BY WRITTEN CONSENT
On
June 25, 2026, the Board of Directors unanimously approved and recommended the ratification of the Service Provider Issuances and recommended
that the stockholders of the Company approve the same.
On
June 24, 2026, Jason Ruegg, as the holder of 13,239,750 shares of Common Stock (approximately 53% of the outstanding Common Stock), executed
a written consent approving the ratification of the Service Provider Issuances. The Majority Stockholder’s consent constitutes
the only stockholder approval required to approve the Corporate Action.
The
elimination of the need for a formal meeting of stockholders to approve the Corporate Action is authorized by Section 78.320 of the NRS.
Section 78.320 of the NRS provides that, unless otherwise provided in the Company’s Articles of Incorporation or Bylaws, any action
required or permitted to be taken at a meeting of the Stockholders may be taken without a meeting if, before or after the action, a written
consent thereto is signed by stockholders holding at least a majority of the voting power.
Neither
the Company’s Articles of Incorporation nor its Bylaws prohibit the taking of action by its stockholders by written consent.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the ratification of the Service Provider Issuances approved by the Majority Stockholder
will not become effective until at least twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered
to our stockholders of record as of the Record Date.
EFFECTIVE
DATE
Pursuant
to Rule 14c-2(b) promulgated under the Exchange Act, the ratification of the Service Provider Issuances will not become effective until
at least twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to our stockholders. We anticipate
that this Information Statement will first be mailed or otherwise delivered to our stockholders on or about August 27, 2026.
Accordingly, the ratification is expected to become effective on or about [EFFECTIVE DATE], 2026.
DISSENTER’S
RIGHTS OF APPRAISAL
Pursuant
to the NRS, the Company’s Articles of Incorporation, and the Company’s Bylaws, stockholders do not have any dissenter’s
or appraisal rights in connection with the ratification of the Service Provider Issuances. The NRS does not provide for dissenter’s
or appraisal rights with respect to the ratification of the issuance of shares of common stock as compensation for services rendered.
OUTSTANDING
VOTING SECURITIES
The
Company’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share (“Common Stock”),
and 100,000 shares of blank check preferred stock, par value $0.001 per share (“Preferred Stock”). As of the date hereof,
no shares of Preferred Stock have been designated or are outstanding.
As
of the Record Date, there were 25,142,895 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one
(1) vote on all matters submitted to a vote of stockholders. The Company has no other classes of voting securities outstanding.
The
presence, in person or by proxy, of stockholders holding shares representing at least a majority of the voting power constitutes a quorum
for the transaction of business at any meeting of stockholders. However, as described herein, the Corporate Action has been approved
by written consent of the Majority Stockholder in lieu of a meeting, and no meeting of stockholders is required or will be held.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the Record Date, the beneficial ownership of our Common Stock by: (i) each person or group of affiliated
persons known by us to be the beneficial owner of more than 5% of our Common Stock; (ii) each of our directors; (iii) each of our named
executive officers; and (iv) all of our directors and executive officers as a group.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”). Shares of Common
Stock subject to options or warrants that are currently exercisable or exercisable within 60 days of the Record Date are deemed to be
outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for
computing the percentage of any other person. Unless otherwise indicated below, the address of each beneficial owner listed in the table
below is c/o NextBoat Inc., 1701 Jel Wade Dr, Wilmington, NC 28401.
| Name of Beneficial Owner | |
Shares Beneficially Owned | | |
Percentage of Outstanding Shares | |
| Jason Ruegg (1) | |
| 13,239,750 | | |
| 52.6 | % |
| Brian John (2) | |
| 1,096,667 | | |
| 4.4 | % |
| Andrew Simmons | |
| 1,205,000 | | |
| 4.8 | % |
| Chad Corbin | |
| 33,767 | | |
| 0.1 | % |
| Blake Phillips | |
| — | | |
| — | |
| Mary Reynolds | |
| 25,000 | | |
| 0.1 | % |
| Jim Segrave | |
| 25,000 | | |
| 0.1 | % |
| George Jousma | |
| 25,000 | | |
| 0.1 | % |
| Zebulon Hadley | |
| — | | |
| — | |
| All directors and executive officers as a group (9 persons) | |
| 15,650,184 | | |
| 62.2 | % |
(1)
Includes shares held by Ruegg Capital Group Inc., an entity controlled by Jason Ruegg. Mr. Ruegg serves as the Company’s President
and Chairman of the Board.
(2)
Mr. John serves as the Company’s Chief Executive Officer.
MORE
INFORMATION
We
are subject to the informational requirements of the Exchange Act, and in accordance therewith, file reports, proxy statements and other
information, including annual and quarterly reports on Form 10-K and Form 10-Q, respectively, with the SEC. Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained at the SEC at 100 F Street, NE, Washington,
D.C. 20549. Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street,
NE, Washington, D.C. 20549, at prescribed rates.
The
SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
If
you would like additional copies of this Information Statement or if you have questions about the Corporate Action, you should contact
us at: NextBoat Inc., 1701 Jel Wade Dr, Wilmington, NC 28401, telephone (910) 772-9277.
DOCUMENT
DELIVERY FOR SHARED ADDRESSES
The
SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for Information Statements
with respect to two or more security holders sharing the same address by delivering a single Information Statement addressed to those
security holders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for
security holders and cost savings for companies. Some brokers household Information Statements, delivering a single Information Statement
to multiple security holders sharing an address unless contrary instructions have been received from the affected security holders.
Once
you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue
until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding
and would prefer to receive a separate Information Statement, or if you are receiving multiple copies of the Information Statement and
wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company if you are a holder
of record.
You
may also request a copy of this Information Statement by contacting us at: NextBoat Inc., 1701 Jel Wade Dr, Wilmington, NC 28401, telephone
(910) 772-9277.
By
Order of the Board of Directors,
/s/
Brian S John
Brian
S John
Chief
Executive Officer
[FILING
DATE], 2026
