Exhibit
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X of the Securities Exchange Act of 1934 (Article 11) and should be read in conjunction with the accompanying notes. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of NextBoat Inc (“NextBoat”, the “Company”) and the historical consolidated financial position and results of operations of Apex Marine, LLC., Apex Marine Sales, LLC. and Apex Marine Stuart, LLC. (collectively, “Apex”) after giving effect to the Apex Acquisition as further described in Note 1. Description of the Transactions and Basis of Presentation and the pro forma effects of certain assumptions and adjustments described in Notes to the Unaudited Pro Forma Condensed Combined Financial Information below.
The unaudited pro forma condensed combined financial information has been prepared to give effect to the following (collectively, the “Transactions”):
| ● | Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) where the assets acquired and liabilities assumed of Apex will be recorded by NextBoat at their respective fair values as of the closing date; | |
| ● | Preliminary adjustments to conform the financial presentation of Apex to those of NextBoat; | |
| ● | Other transaction accounting adjustments, including transaction costs of the Apex Acquisition; and | |
| ● | Other financing transaction accounting adjustments, including the effect of the promissory notes and equity consideration issued in connection with the Apex Acquisition. |
The following pro forma financial statements and related notes are based on and should be read in conjunction with:
| ● | The historical audited consolidated financial statements of NextBoat and the related notes included in NextBoat’s Annual Report on Form 10-K as of and for the year ended December 31, 2025; | |
| ● | The historical audited combined financial statements of Apex and the related notes included herein as of and for the year ended December 31, 2025; | |
| ● | The historical unaudited condensed consolidated financial statements of NextBoat and the related notes included in NextBoat’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026; and | |
| ● | The historical unaudited combined financial statements of Apex and the related notes included herein as of and for the three months ended March 31, 2026; |
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 and December 31, 2025, gives pro forma effect to the Transactions as if they had been consummated on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026, and for the year ended December 31, 2025, give pro forma effect to the Transactions as if they had been consummated on January 1, 2025.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting pursuant to the provisions of ASC 805, whereby NextBoat is considered the accounting acquirer. The consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, and any excess value of the consideration transferred over the acquired net assets will be recognized as goodwill, if applicable. The assets and liabilities of Apex have been measured based on various preliminary estimates using assumptions that NextBoat believes are reasonable based on information that is currently available. As a result, the unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Transactions occurred on the dates indicated.
As of the date of this filing, the valuation of the identifiable assets acquired and liabilities assumed remains ongoing and adjustments may be made. NextBoat expects to complete the final purchase price allocation during the 12-month period subsequent to the close date.
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2026
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash and cash equivalents | 5,330,457 | 823,650 | (1,784,493 | ) | 4(a) | 4,369,614 | ||||||||||||
| Accounts receivable, net | 304,194 | 598,353 | (598,353 | ) | 4(g) | 304,194 | ||||||||||||
| Inventory | 46,401,570 | 15,917,413 | - | 62,318,983 | ||||||||||||||
| Prepaid expenses | 1,033,713 | 218,470 | - | 1,252,183 | ||||||||||||||
| Other current assets | 355,511 | 125,707 | - | 481,218 | ||||||||||||||
| TOTAL CURRENT ASSETS | 53,425,445 | 17,683,593 | (2,382,846 | ) | 68,726,192 | |||||||||||||
| Non-Current Assets: | ||||||||||||||||||
| Property, plant & equipment, net | 3,573,238 | 221,882 | (11,114 | ) | 4(g) | 3,784,006 | ||||||||||||
| Other receivable | 32,121 | - | - | 32,121 | ||||||||||||||
| Due from related party | 58,994 | - | - | 58,994 | ||||||||||||||
| Finance lease right-of-use assets, net | - | 38,839 | - | 38,839 | ||||||||||||||
| Right-of-use assets | 6,247,247 | 1,787,843 | - | 8,035,090 | ||||||||||||||
| Goodwill | 570,000 | - | 4,154,644 | 3 | 4,724,644 | |||||||||||||
| Intangible assets, net | 566,975 | - | - | 566,975 | ||||||||||||||
| Other non-current assets | - | 979,008 | (935,882 | ) | 4(g) | 43,126 | ||||||||||||
| TOTAL NON-CURRENT ASSETS | 11,048,575 | 3,027,572 | 3,207,648 | 17,283,795 | ||||||||||||||
| TOTAL ASSETS | 64,474,020 | 20,711,165 | 824,802 | 86,009,987 | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ / MEMBERS’ EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable | 1,508,056 | 426,177 | (426,177 | ) | 4(g) | 1,508,056 | ||||||||||||
| Accrued liabilities | 769,785 | 411,663 | 57,170 | 4(e) | 1,238,618 | |||||||||||||
| Customer deposits | 2,054,624 | 447,404 | - | 2,502,028 | ||||||||||||||
| Floor plan notes payable | 40,004,232 | 12,849,459 | - | 52,853,691 | ||||||||||||||
| Current portion of long-term debt | 31,105 | 30,799 | 1,733,334 | 4(c)(d) | 1,795,238 | |||||||||||||
| Due to related party | 815,088 | 700,000 | - | 1,515,088 | ||||||||||||||
| Short-term debt | 1,500,000 | - | - | 1,500,000 | ||||||||||||||
| Lease liabilities, current | 1,010,473 | 935,948 | - | 1,946,421 | ||||||||||||||
| Finance lease liabilities, current | - | 40,709 | - | 40,709 | ||||||||||||||
| Other current liabilities | 845,140 | - | - | 845,140 | ||||||||||||||
| TOTAL CURRENT LIABILITIES | 48,538,503 | 15,842,159 | 1,364,327 | 65,744,989 | ||||||||||||||
| Long-Term Liabilities: | ||||||||||||||||||
| Long-term debt, noncurrent | 55,966 | 19,760 | 1,233,333 | 4(c) | 1,309,059 | |||||||||||||
| Lease liabilities, noncurrent | 5,395,207 | 964,143 | - | 6,359,350 | ||||||||||||||
| TOTAL LONG-TERM LIABILITIES | 5,451,173 | 983,903 | 1,233,333 | 7,668,409 | ||||||||||||||
| TOTAL LIABILITIES | 53,989,676 | 16,826,062 | 2,597,660 | 73,413,398 | ||||||||||||||
| Stockholders’ / Members’ Equity: | ||||||||||||||||||
| Common stock ($0.001 par) | 24,320 | - | 679 | 4(b) | 24,999 | |||||||||||||
| Additional paid-in capital | 20,080,980 | - | 2,237,571 | 4(b) | 22,318,551 | |||||||||||||
| Common stock payable | 350,000 | - | - | 350,000 | ||||||||||||||
| Accumulated losses | (9,970,956 | ) | - | (57,170 | ) | 4(e) | (10,028,126 | ) | ||||||||||
| Members’ equity | - | 3,953,938 | (3,953,938 | ) | 4(f) | - | ||||||||||||
| Non-controlling interest | - | (68,835 | ) | - | (68,835 | ) | ||||||||||||
| TOTAL EQUITY | 10,484,344 | 3,885,103 | (1,772,858 | ) | 12,596,589 | |||||||||||||
| TOTAL LIABILITIES AND EQUITY | 64,474,020 | 20,711,165 | 824,802 | 86,009,987 | ||||||||||||||
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2026
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| REVENUES | ||||||||||||||||||
| Net revenues | 29,843,739 | 6,399,197 | - | 36,242,936 | ||||||||||||||
| TOTAL REVENUES | 29,843,739 | 6,399,197 | - | 36,242,936 | ||||||||||||||
| COST OF REVENUES | ||||||||||||||||||
| Cost of revenues | 26,675,959 | 5,150,599 | - | 31,826,558 | ||||||||||||||
| GROSS PROFIT | 3,167,780 | 1,248,598 | - | 4,416,378 | ||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||
| Depreciation and amortization | 158,688 | 78,182 | - | 236,870 | ||||||||||||||
| Selling, general and administrative | 1,293,775 | 584,874 | - | 1,878,649 | ||||||||||||||
| Advertising and marketing | 590,893 | 137,634 | - | 728,527 | ||||||||||||||
| Professional services | 586,200 | 27,281 | - | 613,481 | ||||||||||||||
| Salaries and wages | 3,118,362 | 720,904 | - | 3,839,266 | ||||||||||||||
| Rent expense | 287,855 | 512,761 | - | 800,616 | ||||||||||||||
| Non-recurring transaction costs | - | - | 57,170 | 5(b) | 57,170 | |||||||||||||
| TOTAL OPERATING EXPENSES | 6,035,773 | 2,061,636 | 57,170 | 8,154,579 | ||||||||||||||
| LOSS FROM OPERATIONS | (2,867,993 | ) | (813,038 | ) | (57,170 | ) | (3,738,201 | ) | ||||||||||
| OTHER INCOME / (EXPENSE) | ||||||||||||||||||
| Interest expense, net | (529,130 | ) | (78,168 | ) | (37,000 | ) | 5(a) | (644,298 | ) | |||||||||
| Other income | 92,633 | 388 | - | 93,021 | ||||||||||||||
| Other expense | - | (6,836 | ) | - | (6,836 | ) | ||||||||||||
| TOTAL OTHER EXPENSE | (436,497 | ) | (84,616 | ) | (37,000 | ) | (558,113 | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | (3,304,490 | ) | (897,654 | ) | (94,170 | ) | (4,296,314 | ) | ||||||||||
| Income tax expense | (163,032 | ) | - | - | 5(c) | (163,032 | ) | |||||||||||
| NET LOSS | (3,467,522 | ) | (897,654 | ) | (94,170 | ) | (4,459,346 | ) | ||||||||||
| Net Loss attributed to non-controlling interest | - | (68,835 | ) | - | (68,835 | ) | ||||||||||||
| Net Loss per Share: | ||||||||||||||||||
| Basic | (0.14 | ) | N/A | N/A | 5(d) | (0.18 | ) | |||||||||||
| Diluted | (0.14 | ) | N/A | N/A | 5(d) | (0.18 | ) | |||||||||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||||
| Basic | 24,310,667 | N/A | 679,012 | 5(d) | 24,989,679 | |||||||||||||
| Diluted | 24,310,667 | N/A | 679,012 | 5(d) | 24,989,679 | |||||||||||||
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2025
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash and cash equivalents | 12,428,774 | 1,467,865 | (2,199,633 | ) | 4(a) | 11,697,006 | ||||||||||||
| Accounts receivable, net | 269,938 | 248,939 | (248,939 | ) | 4(g) | 269,938 | ||||||||||||
| Inventory | 26,035,844 | 14,527,810 | - | 40,563,654 | ||||||||||||||
| Prepaid expenses | 706,256 | 394,905 | - | 1,101,161 | ||||||||||||||
| Other current assets | 434,584 | - | - | 434,584 | ||||||||||||||
| TOTAL CURRENT ASSETS | 39,875,396 | 16,639,519 | (2,448,572 | ) | 54,066,343 | |||||||||||||
| Non-Current Assets: | ||||||||||||||||||
| Property, plant & equipment, net | 823,231 | 221,951 | (12,263 | ) | 4(g) | 1,032,919 | ||||||||||||
| Finance lease right-of-use assets, net | - | 62,141 | - | 62,141 | ||||||||||||||
| Right-of-use assets | 6,516,415 | 1,565,543 | - | 8,081,958 | ||||||||||||||
| Goodwill | 570,000 | - | 4,154,644 | 3 | 4,724,644 | |||||||||||||
| Intangible assets, net | 560,406 | - | - | 560,406 | ||||||||||||||
| Other non-current assets | 72,109 | 1,011,537 | (966,011 | ) | 4(g) | 117,635 | ||||||||||||
| TOTAL NON-CURRENT ASSETS | 8,542,161 | 2,861,172 | 3,176,370 | 14,579,703 | ||||||||||||||
| TOTAL ASSETS | 48,417,557 | 19,500,691 | 727,798 | 68,646,045 | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ / MEMBERS’ EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable | 1,471,198 | 240,836 | (240,836 | ) | 4(g) | 1,471,198 | ||||||||||||
| Accrued liabilities | 790,804 | 519,764 | 57,170 | 4(e) | 1,367,738 | |||||||||||||
| Customer deposits | 1,210,447 | 445,570 | - | 1,656,017 | ||||||||||||||
| Floor plan notes payable | 25,312,694 | 11,202,462 | - | 36,515,156 | ||||||||||||||
| Current portion of long-term debt | 32,453 | 30,473 | 1,733,334 | 4(c)(d) | 1,796,260 | |||||||||||||
| Due to related party | 315,088 | 500,000 | - | 815,088 | ||||||||||||||
| Lease liabilities, current | 963,731 | 808,513 | - | 1,772,244 | ||||||||||||||
| Finance lease liabilities, current | - | 64,473 | - | 64,473 | ||||||||||||||
| Other current liabilities | 773,821 | - | - | 773,821 | ||||||||||||||
| TOTAL CURRENT LIABILITIES | 30,870,236 | 13,812,091 | 1,549,668 | 46,231,995 | ||||||||||||||
| Long-Term Liabilities: | ||||||||||||||||||
| Long-term debt, noncurrent | 62,003 | 27,551 | 1,233,333 | 4(c) | 1,322,887 | |||||||||||||
| Lease liabilities, noncurrent | 5,650,165 | 878,292 | - | 6,528,457 | ||||||||||||||
| TOTAL LONG-TERM LIABILITIES | 5,712,168 | 905,843 | 1,233,333 | 7,851,344 | ||||||||||||||
| TOTAL LIABILITIES | 36,582,404 | 14,717,934 | 2,783,001 | 54,083,339 | ||||||||||||||
| Stockholders’ / Members’ Equity: | ||||||||||||||||||
| Common stock ($0.001 par) | 24,020 | - | 679 | 4(b) | 24,699 | |||||||||||||
| Additional paid-in capital | 17,964,567 | - | 2,784,045 | 4(b) | 20,748,612 | |||||||||||||
| Common stock payable | 350,000 | - | - | 350,000 | ||||||||||||||
| Accumulated losses | (6,503,434 | ) | - | (57,170 | ) | 4(e) | (6,560,604 | ) | ||||||||||
| Members’ equity | - | 4,782,757 | (4,782,757 | ) | 4(f) | - | ||||||||||||
| TOTAL EQUITY | 11,835,153 | 4,782,757 | (2,055,203 | ) | 14,562,707 | |||||||||||||
| TOTAL LIABILITIES AND EQUITY | 48,417,557 | 19,500,691 | 727,798 | 68,646,045 | ||||||||||||||
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| REVENUES | ||||||||||||||||||
| Net revenues | 119,866,298 | 29,929,974 | - | 149,796,272 | ||||||||||||||
| TOTAL REVENUES | 119,866,298 | 29,929,974 | - | 149,796,272 | ||||||||||||||
| | ||||||||||||||||||
| COST OF REVENUES | ||||||||||||||||||
| Cost of revenues | 108,400,082 | 24,904,625 | - | 133,304,707 | ||||||||||||||
| GROSS PROFIT | 11,466,216 | 5,025,349 | - | 16,491,565 | ||||||||||||||
| | ||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||
| Depreciation and amortization | 310,871 | 313,374 | - | 624,245 | ||||||||||||||
| Selling, general and administrative | 2,427,881 | 2,071,715 | - | 4,499,596 | ||||||||||||||
| Advertising and marketing | 1,162,037 | 481,408 | - | 1,643,445 | ||||||||||||||
| Professional services | 459,010 | 196,870 | - | 655,880 | ||||||||||||||
| Salaries and wages | 5,775,259 | 2,315,257 | - | 8,090,516 | ||||||||||||||
| Rent expense | 868,246 | 1,396,753 | - | 2,264,999 | ||||||||||||||
| Non-recurring transaction costs | - | - | 57,170 | 5(b) | 57,170 | |||||||||||||
| TOTAL OPERATING EXPENSES | 11,003,304 | 6,775,377 | 57,170 | 17,835,851 | ||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | 462,912 | (1,750,028 | ) | (57,170 | ) | (1,344,286 | ) | |||||||||||
| | ||||||||||||||||||
| OTHER INCOME / (EXPENSE) | ||||||||||||||||||
| Interest expense, net | (2,261,241 | ) | (634,904 | ) | (148,000 | ) | 5(a) | (3,044,145 | ) | |||||||||
| Other income | 214,499 | 52,901 | - | 267,400 | ||||||||||||||
| Other expense | (419,922 | ) | - | - | (419,922 | ) | ||||||||||||
| TOTAL OTHER EXPENSE | (2,466,664 | ) | (582,003 | ) | (148,000 | ) | (3,196,667 | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | (2,003,752 | ) | (2,332,031 | ) | (205,170 | ) | (4,540,953 | ) | ||||||||||
| Income tax benefit | 131,955 | - | - | 5(c) | 131,955 | |||||||||||||
| NET LOSS | (1,871,797 | ) | (2,332,031 | ) | (205,170 | ) | (4,408,998 | ) | ||||||||||
| | ||||||||||||||||||
| Net Loss per Share: | ||||||||||||||||||
| Basic | (0.09 | ) | N/A | N/A | 5(d) | (0.21 | ) | |||||||||||
| Diluted | (0.09 | ) | N/A | N/A | 5(d) | (0.21 | ) | |||||||||||
| | ||||||||||||||||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||||
| Basic | 20,509,356 | N/A | 679,012 | 5(d) | 21,188,368 | |||||||||||||
| Diluted | 20,509,356 | N/A | 679,012 | 5(d) | 21,188,368 | |||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Description of the Transactions and Basis of Presentation
Acquisition of Apex Marine Companies
On
May 13, 2026 (the “Closing Date”), NextBoat Inc (NYSE American: NXB) (“NextBoat” or the “Company”)
completed its previously announced acquisition of all of the issued and outstanding membership interests of Apex Marine, LLC., Apex Marine
Sales, LLC. and Apex Marine Stuart, LLC. (collectively, “Apex” or the “Apex Acquisition”). The Apex Acquisition
was completed pursuant to a Membership Interest Purchase Agreement (the “MIPA”) originally signed on February 13, 2026. The
primary owner of the membership interests was Ismael
The
aggregate purchase price for Apex was $5,966,667, which was funded through: (i) $1,200,000 in cash paid to the Sellers upon closing;
(ii) the issuance of 679,012 shares of the Company’s common stock having a value of $1,800,000; and (iii) the issuance of two promissory
notes — one in the original principal amount of $2,466,667 bearing interest at 6.0% per annum and payable in 24 monthly installments,
secured by the membership interests acquired under the MIPA (the “Note 1”), and one in the original principal amount of $500,000
bearing no interest (except in the event of default) and due 365 days from issuance(the “Note 2”). The Company had no prior
relationship with Ismael
Apex is a premier South Florida marine service, storage, and sales organization with four (4) operating facilities located in Miami, Palm Beach, Stuart, and the Florida Keys. Apex’s facilities include prime storage and service locations with haul-out capacity for vessels up to 150 metric tons and 130 feet in length, and comprehensive in-house teams covering repair, refit, and refurbishment. Apex also holds authorized dealership representation for respected brands, including Pursuit (Miami), Solace, and Fountain (Fort Pierce to Key West). The Apex Acquisition is expected to contribute approximately $30 million in annual revenue and generate approximately $3 million in annual cost savings.
Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11. The unaudited pro forma condensed combined balance sheet as of March 31, 2026, combines the historical unaudited consolidated balance sheets of NextBoat and Apex, giving effect to the Transactions as if they had been consummated on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, combines the historical condensed consolidated statements of operations of NextBoat and Apex, giving effect to the Transactions as if they had been consummated on January 1, 2025.
The pro forma financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Apex Acquisition.
Note 2. Significant Accounting Policies and Reclassification Adjustments
In connection with the consummation of the Apex Acquisition, management is performing a comprehensive review of the two parties’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two parties which, when conformed, could have a material impact on the financial statements of the Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Note 3. Preliminary Purchase Price Allocation
The preliminary consideration transferred is allocated to the identifiable assets acquired and liabilities assumed of Apex based on their preliminary estimated fair values on May 1, 2026. The following table sets forth a preliminary allocation of the consideration transferred:
| Preliminary Purchase Price Allocation | ||||
| Consideration Transferred | ||||
| Cash paid at closing | 1,200,000 | |||
| NXB common stock issued | 1,800,000 | |||
| Note 1 | 2,466,667 | |||
| Note 2 | 500,000 | |||
| Total consideration transferred | 5,966,667 | |||
| Fair Value of Assets Acquired | ||||
| Cash and cash equivalents | 89,339 | |||
| Inventory | 14,937,898 | |||
| Prepaid expenses | 295,610 | |||
| Other non-current assets | 43,126 | |||
| Property, plant & equipment, net | 263,956 | |||
| Right-of-use assets | 1,645,164 | |||
| Amount attributable to assets acquired | 17,275,093 | |||
| Fair Value of Liabilities Assumed | ||||
| Accrued liabilities | 392,366 | |||
| Customer deposits | 475,650 | |||
| Lease liabilities | 1,754,409 | |||
| Floor plan notes payable | 12,792,593 | |||
| Long-term debt | 48,052 | |||
| Amount attributable to liabilities assumed | 15,463,070 | |||
| Net identifiable assets acquired (at fair value) | 1,812,023 | |||
| Goodwill | ||||
| Total consideration transferred | 5,966,667 | |||
| Less: net identifiable assets acquired | (1,812,023 | ) | ||
| Goodwill recognized | 4,154,644 | |||
Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined balance sheet as of March 31, 2026:
(a)
| Pro Forma Adjustments | ||||
| $ | (1,200,000 | ) | Reflects the $1,200,000 for cash consideration paid to Seller at closing. | |
| $ | (584,493 | ) | 4(g) | |
| $ | (1,784,493 | ) | ||
Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined balance sheet as of December 31, 2025:
| Pro
Forma Adjustments | ||||
| $ | (1,200,000 | ) | Reflects the $1,200,000 for cash consideration paid to Seller at closing. | |
| $ | (999,633 | ) | 4(g) | |
| $ | (2,199,633 | ) | ||
| (b) | Reflects the issuance of 679,012 shares of NXB common stock to Seller in connection with the Membership Interest Purchase Agreement. |
| (c) | Reflects the consideration paid to Seller by promissory note amounted to $2,466,667 with current portion $1,233,334 and long-term portion $1,233,333. |
| (d) | Reflects the consideration paid to Seller by promissory note amounted to $500,000, due within 365 days. |
| (e) | Reflects the non-recurring transaction costs of $57,170. |
| (f) | Reflects the partial elimination of Apex’s historical members’ equity. |
| (g) | Pursuant to the terms of the Membership Interest Purchase Agreement dated February 13, 2026, cash and cash equivalents on hand at closing excluding deposits in escrow on sold boats as to which the sales have not closed, all uncollected accounts receivable, and the assets listed in Schedule O are excluded from the acquisition. Accounts payable outstanding as of the closing date remain the responsibility of the Sellers. This adjustment reflects the removal of such items from the combined balance sheet. |
| Pro
Forma Adjustments as of March 31, 2026 | ||||
| Cash and cash equivalents | $ | 584,493 | ||
| Accounts receivable, net | 598,353 | |||
| Other non-current assets | 935,882 | |||
| Property, plant & equipment, net | 11,114 | |||
| Accounts payable | (426,177 | ) | ||
| $ | 1,703,665 | |||
| Pro
Forma Adjustments as of December 31, 2025 | ||||
| Cash and cash equivalents | $ | 999,633 | ||
| Accounts receivable, net | 248,939 | |||
| Other non-current assets | 966,011 | |||
| Property, plant & equipment, net | 12,263 | |||
| Accounts payable | (240,836 | ) | ||
| $ | 1,986,011 | |||
Note 5. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations
Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, and for the year ended December 31, 2025, as follows:
(a) Pro Forma Interest Expense
Represents an adjustment to interest expense of $37,000 and $148,000 related to the promissory notes issued at closing for the three months ended March 31, 2026, and for the year ended December 31, 2025, respectively, as if the acquisition had been consummated on January 1, 2025:
(b) Non-Recurring Transaction Costs
Represents an adjustment of $57,170 to record estimated non-recurring transaction costs (legal fees, advisory fees, due diligence) expected to be incurred by NextBoat in connection with the Apex Acquisition for the three months ended March 31, 2026 and for the year ended December 31, 2025. These costs are non-recurring and are not expected to have a continuing
impact on the combined company’s operating results in future periods.
(c) Estimated Income Tax Impact of Pro Forma Adjustments
The pro forma income tax adjustment applied is zero. The pro forma combined entity reflects a pre-tax loss of approximately $4.3 million and $4.5 million for the three months ended March 31, 2026, and for the year ended December 31, 2025. The incremental pre-tax adjustments of $(205,170) (additional interest expense and non-recurring transaction costs) generate a theoretical tax benefit of approximately $54,370 at the assumed blended statutory rate of 26.5%. However, because the combined entity generates a pre-tax loss in all pro forma periods presented, no current tax benefit is realizable. Furthermore, Apex Marine was historically a pass-through limited liability company (“LLC”) entity not subject to entity-level income tax; upon consolidation with NextBoat, its results are included in NextBoat’s consolidated tax return. Given NextBoat’s history of cumulative losses and the full valuation allowance maintained against its deferred tax assets, no pro forma tax benefit has been recognized. The blended statutory rate of 26.5% is not necessarily indicative of the effective tax rate of the combined company.
(d) Pro Forma Net Income (Loss) per Share — Basic and Diluted
The unaudited pro forma combined basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of NextBoat outstanding during the period, inclusive of the 679,012 shares issued to the Sellers in connection with the Apex Acquisition.
| For the Three Months Ended March 31, 2026 | Historical NextBoat | Historical Apex | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| Net loss | (3,467,522 | ) | (897,654 | ) | (94,170 | ) | (4,459,346 | ) | ||||||||
| Weighted-average shares — historical (basic) | 24,310,667 | - | - | 24,310,667 | ||||||||||||
| 679,012 Shares issued to sellers | - | - | 679,012 | 679,012 | ||||||||||||
| Pro forma basic shares | 24,310,667 | - | 679,012 | 24,989,679 | ||||||||||||
| Pro forma diluted shares * | 24,310,667 | - | 679,012 | 24,989,679 | ||||||||||||
| Pro forma basic net loss per share | (0.14 | ) | N/A | N/A | (0.18 | ) | ||||||||||
| Pro forma diluted net loss per share | (0.14 | ) | N/A | N/A | (0.18 | ) | ||||||||||
| For the Year Ended December 31, 2025 | Historical NextBoat | Historical Apex | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| Net loss | (1,871,797 | ) | (2,332,031 | ) | (205,170 | ) | (4,408,998 | ) | ||||||||
| Weighted-average shares — historical (basic) | 20,509,356 | - | - | 20,509,356 | ||||||||||||
| 679,012 Shares issued to sellers | - | - | 679,012 | 679,012 | ||||||||||||
| Pro forma basic shares | 20,509,356 | - | 679,012 | 21,188,368 | ||||||||||||
| Pro forma diluted shares * | 20,509,356 | - | 679,012 | 21,188,368 | ||||||||||||
| Pro forma basic net loss per share | (0.09 | ) | N/A | N/A | (0.21 | ) | ||||||||||
| Pro forma diluted net loss per share | (0.09 | ) | N/A | N/A | (0.21 | ) | ||||||||||
* Due to the anti-dilutive effect, the computation of basic and diluted earnings per share did not include the shares underlying the exercise of RSUs as the Company had a net loss for the year ended December 31,2025.