NextBoat Inc.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on August 28, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEXTBOAT INC.

(Exact name of registrant as specified in its charter)

**1701 Jel Wade Dr,

Wilmington,

NC 28401

Tel: (910) 772-9277

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian S John

Chief Executive Officer

NextBoat ** Inc.**

**1701 Jel Wade Dr,

Wilmington,

NC 28401

Tel: (910) 772-9277

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant****shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

4,000,000 ** Shares**

Common Stock

Up to 1,250,000 Shares of Common Stock underlying the MarineMax Warrants

NextBoat Inc.

This is a firm commitment public offering of an aggregate of 4,000,000 shares of common stock, par value $0.001 per share, of NextBoat Inc., a Nevada corporation, consisting of 3,400,000 shares to be issued and sold by us (the “Company Shares”) and 600,000 shares to be offered by existing selling stockholders (the “Selling Stockholder Shares”).

Certain selling stockholders named in this prospectus (the “Selling Stockholders”) are offering 600,000 Selling Stockholder Shares in the underwritten offering, representing approximately $3,000,000 in aggregate gross proceeds to the Selling Stockholders based on the assumed public offering price. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares. Separately, we are registering for resale by MarineMax, Inc. (“MarineMax”) up to 1,250,000 shares of our common stock issuable upon exercise of warrants to purchase up to 1,250,000 shares of our common stock (the “MarineMax Warrants” and such shares, the “Warrant Shares”). The Warrant Shares may be offered by MarineMax from time to time in separate resale transactions and are not part of the underwritten offering. See “Selling Stockholders and Selling Securityholders.”

Our common stock is listed on New York Stock Exchange American Exchange (“NYSE American”) under the symbol “NXB”. We have assumed a public offering price of $5.00 per share. The actual offering price for the Company Shares and Selling Stockholder Shares will be determined between us, the Selling Stockholders and the underwriters at the time of pricing and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final price of the underwritten offering. The MarineMax Warrants and Warrant Shares will not have a price set in the underwritten offering and may be resold by MarineMax at fixed prices, at prices then prevailing, at prices related to prevailing market prices or at negotiated prices. On August 27, 2026, the reported closing price of our common stock was $2.14 per share.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

After completion of the underwritten common stock offering, Mr. Jason Ruegg, our founder, President and Chairman of our board of directors, will beneficially own 45.4% of our total issued and outstanding shares of common stock and total voting power, assuming the option to purchase additional shares of common stock is not exercised by the representative. This calculation does not give effect to any issuance or exercise of the MarineMax Warrants or any resulting Warrant Shares.

Investing in our common stock involves a high degree of risk. Before buying any common stock, you should carefully read the discussion of the material risks of investing in our common stock under the heading “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the representative of the underwriters to purchase up to 600,000 additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2026.

ThinkEquity

The date of this prospectus is , 2026

TABLE OF CONTENTS

Neither we, the Selling Stockholders, MarineMax, nor the underwriter have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, including the common stock offered by us and the Selling Stockholders and the MarineMax Warrants and Warrant Shares offered by MarineMax, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of the securities offered hereby. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, the Selling Stockholders, MarineMax, nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus or any of the securities offered hereby in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered hereby and the distribution of this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

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ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated throughout this registration statement, the terms “NextBoat Inc.,” “NextBoat”, “NXB”, “we,” “us,” “our,” “our company,” “Company” and “our business” refer to NextBoat Inc.

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