8-K/A: NextBoat Completes Apex Marine Acquisition, Files Financials

NextBoat Inc. has filed an amendment to its 8-K report to include the audited financial statements and pro forma information related to its acquisition of Apex Marine, LLC and its subsidiaries.

Summary

• NextBoat Inc. filed an amendment (Form 8-K/A) to its previous 8-K filing to provide the necessary financial statements and pro forma information for its acquisition of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively, Apex).
• The amendment includes the audited combined financial statements of Apex for the year ended December 31, 2025, and unaudited combined financial statements for the periods ending March 31, 2026, and December 31, 2025.
• Unaudited pro forma condensed combined financial information for NextBoat and Apex as of March 31, 2026, and for the three months ended March 31, 2026, and the year ended December 31, 2025, is also provided.
• The acquisition was completed on May 13, 2026, with an aggregate purchase price of approximately $5.97 million, consisting of cash, NextBoat common stock, and two promissory notes.
• Apex Marine reported a net loss of $2,332,031 for the year ended December 31, 2025, and a net loss of $897,654 for the three months ended March 31, 2026.
• Pro forma combined statements show a net loss of $4,459,346 for the three months ended March 31, 2026, and $4,408,998 for the year ended December 31, 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the significant net losses reported by Apex Marine, the going concern warnings, and the substantial pro forma losses for the combined entity, despite the strategic rationale of the acquisition.

Positives

• The acquisition of Apex Marine is expected to contribute approximately $30 million in annual revenue.
• The acquisition is projected to generate approximately $3 million in annual cost savings.
• NextBoat Inc. is listed on the NYSE American exchange (NXB).

Negatives

• Apex Marine incurred a net loss of $2,332,031 for the year ended December 31, 2025.
• Apex Marine generated significant negative cash flows from operating activities for the year ended December 31, 2025 ($7,453,205) and for the three months ended March 31, 2026 ($2,434,138).
• Apex Marine's financial statements for the year ended December 31, 2025, and the three months ended March 31, 2026, raise substantial doubt about its ability to continue as a going concern.
• The pro forma combined statements show a net loss of $4,459,346 for the three months ended March 31, 2026, and $4,408,998 for the year ended December 31, 2025.
• The pro forma combined net loss per share is $(0.18) for the three months ended March 31, 2026, and $(0.21) for the year ended December 31, 2025.

Risks

• Apex Marine's financial statements indicate substantial doubt about its ability to continue as a going concern due to net losses and negative operating cash flows.
• The acquisition involves significant debt, including two promissory notes totaling approximately $2.97 million.
• The pro forma financial statements indicate substantial losses for the combined entity, raising concerns about future profitability.
• The Bertram 60 vessel, valued at $966,011 as of December 31, 2025, was classified as other assets and designated to be retained by the former owner, indicating a potential non-operational asset or a complex transaction detail.
• The company has a related party note payable of $700,000 to Ismael Perera as of March 31, 2026, which is non-interest-bearing with no stated maturity date or repayment terms.

Future Outlook

The pro forma combined financial statements indicate significant net losses for both the three months ended March 31, 2026, and the year ended December 31, 2025. The company's ability to continue as a going concern is subject to doubt, although management believes the acquisition may provide additional liquidity and support. No specific forward-looking financial guidance is provided in this amendment.

Management Comments

• Management believes that the Companys access to financial resources and operational support following the acquisition may provide additional liquidity and support for future operations.
• Management has taken steps to improve the Companys liquidity and operating performance and continues to evaluate additional sources of financing and capital support.

Industry Context

StockSavvy.ai notes that the acquisition of Apex Marine by NextBoat Inc. signifies consolidation within the marine industry, a sector often characterized by fragmented ownership and a mix of established players and smaller service providers. The projected cost savings and revenue contribution suggest a strategic move to achieve economies of scale and operational efficiencies.

Comparison to Industry Standards

• The acquisition price of approximately $5.97 million for Apex Marine, which reported revenues of $29.9 million in 2025, implies a revenue multiple of approximately 0.2x. This multiple is on the lower end for acquisitions in the marine sector, potentially reflecting Apex's net loss and going concern issues.
• The projected annual cost savings of $3 million from the acquisition, relative to Apex's 2025 revenues, represent a significant potential efficiency gain, aiming to improve the combined entity's profitability.
• The pro forma combined net loss of over $4.4 million for both the three-month and full-year periods indicates that the combined entity is currently unprofitable, which is a concern when compared to industry benchmarks for profitable marine businesses.

Related Party Transactions

• As of December 31, 2025, Apex Marine had a non-interest-bearing note payable of $500,000 owed to Ismael Perera, a related party, with no stated maturity date or scheduled repayment terms.
• As of March 31, 2026, the related party note payable to Ismael Perera increased to $700,000, with an additional $200,000 borrowed during the three months ended March 31, 2026.

Stakeholder Impact

• Shareholders of NextBoat Inc. may experience dilution due to the issuance of 679,012 shares of common stock as part of the acquisition consideration.
• Creditors and lenders face increased financial risk due to the combined entity's substantial debt and net losses.
• Employees of both NextBoat and Apex Marine may face uncertainty regarding job security and integration processes.
• Suppliers may experience changes in payment terms or business relationships following the acquisition.

Next Steps

• Integration of Apex Marine's operations into NextBoat Inc.
• Management to continue evaluating additional sources of financing and capital support.
• Completion of the final purchase price allocation for the Apex Acquisition within 12 months of the closing date.

Key Dates

Recommendation

The acquisition of Apex Marine presents a strategic opportunity for NextBoat Inc. to expand its market presence and achieve cost synergies. However, the significant net losses reported by Apex, the going concern warnings, and the substantial pro forma losses for the combined entity introduce considerable risk. The company's ability to successfully integrate Apex and achieve profitability remains uncertain. Therefore, a 'hold' recommendation is appropriate, pending further clarity on the combined entity's financial performance and integration success.

Keywords

NextBoat Inc, Apex Marine, Acquisition, SEC Filing, 8-K/A, Financial Statements, Pro Forma, Marine Industry, Boat Sales, Boat Repair, Nevada, Form 8-K