NextBoat Inc.: issues subordinated note for up to $2,200,000

What happened

• The filing says that Off The Hook Yacht Sales NC, LLC, a wholly owned subsidiary of NextBoat Inc., issued a Subordinated Promissory Note dated Oct 9, 2026 and issued on Oct 13, 2026 to BPC Management, LLC providing for advances in an aggregate principal amount of up to $2,200,000 to fund short-term bridge financing for working capital.
• The filing says NextBoat Inc. entered into a Corporate Guaranty dated Oct 9, 2026 guaranteeing Off The Hook’s obligations, and that Jason Ruegg (the company’s President, Chairman and controlling stockholder) and Ruegg Capital Group, Inc. entered into a Personal Guaranty and Stock Pledge Agreement dated Oct 9, 2026, pledging shares of the company’s common stock as security.

Key details

• Initial advance of $1,000,000 was made; the lender may, with not less than three business days’ notice, optionally make a second advance of up to $1,200,000 on or before Dec 31, 2026, which Off The Hook may decline.
• Each advance bears simple interest at 15.0% per annum, matures 90 days after its funding date, and requires a 2% origination fee per advance that is fully earned on funding and payable at maturity; past-due amounts bear interest at the lesser of 20% per annum and the maximum rate permitted by law.
• Until the Initial Advance, related interest and origination fee are repaid in full, Off The Hook must pay the lender 100% of the net equity proceeds from the sale of seven specified pre-owned boats in inventory (after payment of amounts owing to Red Oak Inventory Finance, LLC). The second advance, if made, is not subject to this mandatory prepayment and is due in full at maturity.
• The Note is unsecured as to the assets of Off The Hook and the company, is subordinated to Off The Hook’s obligations to the Senior Lender, and is secured by the pledged shares described in the Guaranty and Pledge Agreement; Ruegg Capital must maintain pledged shares with an aggregate collateral value of not less than $5,000,000 and must cure shortfalls within three business days after notice. Upon an event of default, the lender may exercise voting rights with respect to, and foreclose upon and sell, the pledged shares, which could result in a change in control.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement—the Subordinated Promissory Note and related guaranties and pledge) and Item 2.03 (creation of a direct financial obligation).
• The filing does not show why the insider traded or why the company acted.