FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Tannenbaum Ross

(Last) (First) (Middle)
1701 JEL WADE DRIVE

(Street)
WILMINGTON NC 28401

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2026
3. Issuer Name and Ticker or Trading Symbol
NextBoat Inc. [ NXB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (4)   (1) 09/28/2036 Common Stock 1,000,000 1.96 D  
Stock Option (Right to Buy) (4)   (2) 09/28/2036 Common Stock 1,000,000 1.96 D  
Stock Option (Right to Buy) (4)   (3) 09/28/2036 Common Stock 500,000 1.96 D  
Explanation of Responses:
1. Represents an inducement non-qualified stock option granted on September 28, 2026 outside the Issuer's First Amended and Restated 2025 Equity Incentive Plan in reliance on Section 711(a) of the NYSE American Company Guide. The option vested and became exercisable as to 200,000 shares on the grant date. The remaining 800,000 shares vest in 48 monthly installments beginning October 28, 2026 (16,666 shares for each of the first 47 installments and 16,698 shares for the 48th installment), such that the option will be fully vested on September 28, 2030, in each case subject to the reporting person's continued employment through the applicable vesting date.
2. Represents an inducement non-qualified stock option granted on September 28, 2026 outside the Issuer's First Amended and Restated 2025 Equity Incentive Plan in reliance on Section 711(a) of the NYSE American Company Guide. The option vests in four tranches of 250,000 shares each upon the Issuer achieving consolidated Adjusted EBITDA (as defined in the award agreement) of zero or greater, $1,500,000 or greater, $3,000,000 or greater, and $5,000,000 or greater, respectively, in any single fiscal year ending during the reporting person's employment term. Each earned tranche vests on the date the Issuer's Compensation Committee certifies the Adjusted EBITDA achieved, which is to occur within 30 days after the Issuer files its audited consolidated financial statements for the applicable fiscal year, subject to the reporting person's continued employment through the last day of that fiscal year. No portion of the option was vested as of the date of this statement.
3. Represents an inducement non-qualified stock option granted on September 28, 2026 outside the Issuer's First Amended and Restated 2025 Equity Incentive Plan in reliance on Section 711(a) of the NYSE American Company Guide. The option vests in full on the first date on which the volume-weighted average price of the Issuer's common stock has been $5.00 or greater on each of 60 consecutive trading days or, if the common stock is no longer publicly traded, upon an annual valuation showing a per share value of at least $5.00 without minority, illiquidity, marketability or similar discounts, in each case subject to the reporting person's continued employment. No portion of the option was vested as of the date of this statement.
4. Each option has a term expiring on the tenth anniversary of the grant date, subject to earlier termination. Each option vests in full upon a change in control of the Issuer, except that the option described in footnote 3 vests only if the per share consideration in the transaction is $5.00 or greater, and except that no acceleration occurs in certain transactions involving a holder of more than 30% of the Issuer's voting power or the reporting person or his affiliates if the options are assumed or substituted with equivalent awards. Each option is also subject to accelerated vesting upon certain terminations of the reporting person's employment, and following any termination of employment the vested portion of each option remains exercisable for 60 months, subject to the original term, in each case as provided in the reporting person's employment agreement and the applicable award agreement.
/s/ Ross Tannenbaum 10/08/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.