NextBoat Inc. filed a Form 8-K on October 23, 2026, disclosing that its subsidiary Off The Hook Yacht Sales NC, LLC entered into a Revolving Credit Agreement with RLLT Capital, LLC for a revolving line of credit with aggregate principal not to exceed $5.0 million, accompanied by a stock pledge by the company's President and controlling stockholder.

Key Highlights

  • $5.0 million revolving commitment: Off The Hook Yacht Sales NC, LLC, a wholly owned subsidiary of NextBoat Inc., entered into a Revolving Credit Agreement with RLLT Capital, LLC on October 23, 2026, with aggregate principal outstanding capped at $5.0 million.
  • $2.0 million initial advance funded: The lender funded an initial advance of $2.0 million on October 22, 2026, with an origination fee of $40,000 on that advance, per the filing.
  • Fixed interest rate of 12.99% per annum: Advances bear interest at a fixed rate of 12.99% per annum, payable monthly, increasing by 2.0% per annum during an event of default upon notice from the lender.
  • 7,874,000 shares pledged as collateral: Ruegg Capital Group, Inc. and Jason Ruegg individually pledged an aggregate of 7,874,000 shares of the company's common stock, representing approximately 31.3% of 25,142,895 shares outstanding as of August 13, 2026.
  • Warrant for 100,000 shares at $2.50: As additional consideration, NextBoat agreed to issue the lender a warrant to purchase 100,000 shares of common stock at an exercise price of $2.50 per share, pending NYSE American LLC approval.
  • Related-party transaction approved by Audit Committee: The Audit Committee approved the transaction on October 22, 2026, and disinterested board members approved it on October 23, 2026, with Jason Ruegg abstaining.
  • Maturity date of October 22, 2027: All outstanding advances and accrued interest are due on October 22, 2027, unless extended by written agreement of the lender and Off The Hook.

NextBoat Subsidiary Enters $5.0 Million Revolving Credit Facility with RLLT Capital

According to the filing, Off The Hook Yacht Sales NC, LLC, a wholly owned subsidiary of NextBoat Inc. (NYSE American:NXB), entered into the Revolving Credit Agreement with RLLT Capital, LLC on October 23, 2026. The credit facility is intended for working capital, inventory purchases including trade-in vessels, and related business purposes. Subsequent advances beyond the initial $2.0 million may be requested in increments of $1.0 million or integral multiples thereof, with at least three business days' notice required. The aggregate origination fee is capped at $100,000, and Off The Hook may prepay advances or reduce the commitment in $1.0 million increments upon five business days' notice, without premium or penalty, the filing states.

The filing discloses that the transaction is being reported as a related-party transaction because Jason Ruegg, the company's President, Chairman, and controlling stockholder, also serves as manager of Off The Hook and controls Ruegg Capital Group, Inc. ("RCG"). RCG pledged 7,221,000 shares and Mr. Ruegg individually pledged 653,000 shares, for a combined total of 7,874,000 shares, with an aggregate market value of approximately $15.0 million based on a ten trading day volume-weighted average price of $1.905236 per share, according to the filing. Following this pledge, Mr. Ruegg and RCG have pledged a combined 10,374,000 shares, representing approximately 41.3% of the company's outstanding common stock. The filing notes that upon an event of default and expiration of a ten business day redemption period, the lender may sell the pledged shares, which "could result in a change in control of the Company."

The company's guarantee of Off The Hook's obligations under the Credit Agreement is described as unconditional and irrevocable. The obligations are unsecured as to the assets of Off The Hook and the company, and the Credit Agreement does not restrict Off The Hook's floorplan financing with Red Oak Inventory Finance, LLC, per the filing. The warrant to be issued to the lender for 100,000 shares at $2.50 per share will have a five-year term and is subject to a 4.99% beneficial ownership limitation, or 9.99% at the lender's election, the filing states.

What Was Disclosed

NextBoat Inc. disclosed that its subsidiary Off The Hook Yacht Sales NC, LLC entered into a $5.0 million revolving credit facility with RLLT Capital, LLC, with an initial advance of $2.0 million already funded, a stock pledge of 7,874,000 shares by the company's President and a related entity, and a warrant to purchase 100,000 shares at $2.50 per share as additional consideration to the lender.