NextBoat Inc.

Our business, financial condition, and results of operations are subject to various risks and uncertainties, including those described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to those risk factors except as set forth below. You should carefully consider those risk factors, together with the other information contained in this Quarterly Report on Form 10-Q.

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

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.

We are subject to litigation that could adversely affect our business and financial condition.

We are, and may in the future become, subject to various legal proceedings, claims, and governmental investigations in the ordinary course of business and otherwise. Such matters are subject to many uncertainties, and outcomes are not predictable. An adverse outcome in one or more of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows. Even where we ultimately prevail, litigation can be costly and time-consuming and may divert the attention of management and key personnel from business operations. See Note 17. Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our pending legal proceedings.

Our convertible debt and related securities may result in significant dilution to existing stockholders and may impose restrictive covenants on our operations.

On August 5, 2026, the Company entered into a Loan Agreement with Greentree Financial Group, Inc. pursuant to which the Company issued a 10% Convertible Promissory Note in the principal amount of $510,000, together with a Common Stock Purchase Warrant to purchase up to 100,000 shares of common stock, and 20,000 commitment shares. The Greentree Note is convertible into shares of common stock at a conversion price of $1.785 per share, subject to a semi-annual downward reset to the closing bid price and adjustment for certain dilutive issuances. The Greentree Warrant exercise price is also subject to “down round” anti-dilution protection. These features could result in significant dilution to existing stockholders, particularly if the market price of our common stock declines. In addition, the Greentree Loan Agreement contains a covenant restricting the Company from issuing any securities with a variable conversion or exercise rate for a period of 12 months, which may limit the Company’s ability to raise capital through certain financing structures. In the event of a Qualified Financing (as defined in the Greentree Loan Agreement), the Company may be required to apply proceeds from such financing to repay the Greentree Note. These restrictions and obligations could adversely affect the Company’s financial flexibility, liquidity, and results of operations.