NextBoat (NXB) Registration filing summary

Company overview and business model

• Operates an AI-enabled, vertically integrated marine marketplace focused on buying, selling, and wholesaling pre-owned boats and yachts, with complementary businesses in new-boat sales, brokerage, financing, servicing, storage, and marine asset recovery.

• Utilizes proprietary NextBoat AI CRM for valuation, inventory sourcing, bidding, transaction management, and lead generation, supporting a national broker and dealer network.

• Subsidiaries include Off The Hook Yacht Sales NC, Azure Funding (recreational loan brokerage), OTH Marine Asset Recovery, Autograph Yacht Group (luxury brokerage), Apex Marine (dealership/service/storage), Bellhart Marine Group (service/refit), and OTH MD.

• Business model leverages synergies among sales, financing, servicing, asset recovery, and digital lead generation (WeBuyBoats.com) to maximize transaction volume and profitability.

• Strategic partnership with MarineMax, the world’s largest recreational boat retailer, to expand transaction volume and customer reach, including issuance of up to 1,250,000 warrants to MarineMax.

Financial performance and metrics

• Generated over $120 million in annual boat and yacht sales, with operations across eight locations and a team of 100 sales representatives.

• For the year ended December 31, 2025: revenue $119.9M, cost of revenue $108.4M, total operating expenses $11M, net loss $(1.87)M.

• As of June 30, 2026: cash $7.7M, total assets $100.5M, total liabilities $88.4M, stockholders’ equity $12.1M.

• Floorplan facility with Red Oak has a $60M borrowing capacity for new and used marine inventory.

• Adjusted EBITDA for the six months ended June 30, 2026 was $(5.54)M, reflecting recent acquisitions and integration costs.

Use of proceeds and capital allocation

• Net proceeds of approximately $15.5M (or $18.2M if over-allotment is exercised) will be used to service floorplan facility, fund advertising and marketing, and for working capital.

• Management retains broad discretion over allocation; proceeds may also support future acquisitions or investments in complementary businesses.

• No dividends are planned; earnings will be retained to finance growth and operations.