NextBoat Inc.

Previous wording

We may not successfully complete or integrate acquisitions, which could adversely affect our business, financial condition, and results of operations.

Current wording

We may not successfully integrate acquisitions or realize their anticipated benefits, which could adversely affect our business, financial condition, and results of operations.

Previous wording

We have completed, and are actively pursuing, strategic acquisitions as part of our growth strategy, including the pending acquisition of Bellhart Marine Group, LLC and the recently completed acquisition of Apex Marine Sales, LLC and its affiliates (see Note 18 – Subsequent Events). These transactions involve significant risks, including the inability to complete pending acquisitions on favorable terms or at all, the need to obtain additional financing on acceptable terms, and the potential diversion of management’s attention from our existing operations. If completed, acquisitions may present integration challenges, including difficulties in combining operations, technology systems, and personnel, retaining key employees, and may result in the assumption of unknown or contingent liabilities. We may also be required to record goodwill and other intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated benefits of such acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating acquired businesses may exceed our current estimates. Any of these factors could adversely affect our business, financial condition, and results of operations.

Current wording

We have completed strategic acquisitions as part of our growth strategy, including the acquisition of Apex Marine Sales, LLC and its affiliates, which was completed on May 1, 2026 for approximately $6.1 million, and the acquisition of Bellhart Marine Group, LLC and its affiliated entities, which was completed on May 22, 2026 for approximately $0.9 million. These completed acquisitions present integration challenges, including difficulties in combining operations, technology systems, and personnel, retaining key employees, and may result in the assumption of unknown or contingent liabilities. We may also be required to record goodwill and other intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated benefits of such acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating acquired businesses may exceed our current estimates. On June 25, 2026, the Company entered into a Strategic Partnership and Revenue Sharing Agreement with MarineMax, Inc. (“MarineMax”), pursuant to which the Company and MarineMax will collaborate on certain sales, service, and operational initiatives. In connection with the Partnership Agreement, the Company expects to issue to MarineMax, on a date to be determined, a Common Stock Purchase Warrant to purchase up to 1,250,000 shares of common stock at exercise prices ranging from $3.25 to $7.00 per share, subject to performance-based vesting conditions tied to MarineMax’s Wholesale Volume. The warrant has not yet been issued, and the timing of its issuance has not been finalized. The partnership involves significant operational coordination and resource-sharing, the successful execution of which is subject to risks including, but not limited to, potential conflicts in strategic priorities, management distraction, reliance on the partner’s performance and reputation, and the possibility that the anticipated benefits may not be realized on the timeline or at the scale expected. The future issuance of the warrant and the potential exercise thereof would result in dilution to existing stockholders. Any of these factors could adversely affect our business, financial condition, and results of operations.