On October 13, 2026, NextBoat Inc. disclosed that its wholly owned subsidiary, Off The Hook Yacht Sales NC, LLC, entered into a Subordinated Promissory Note with BPC Management, LLC. The agreement provides for aggregate advances of up to $2.2 million to fund short-term bridge financing for working capital. The Lender has already funded an initial advance of $1.0 million, with a potential second advance of up to $1.2 million available if requested by the Lender and approved by Off The Hook by December 31, 2026.
The Note bears simple interest at a rate of 15.0% per annum and matures 90 days after each funding date. Off The Hook is also required to pay a 2% origination fee on each advance. The obligation is unsecured regarding the assets of Off The Hook and the Company, but it is secured by a pledge of NextBoat common stock. Furthermore, the Note is subordinated to Off The Hook's obligations to its floorplan lender, Red Oak Inventory Finance, LLC.
NextBoat Inc. has guaranteed the Note through a Corporate Guaranty Agreement. Additionally, the Company disclosed the transaction as a related-party agreement because Jason Ruegg, the Company’s President, Chairman, and controlling stockholder, entered into a Personal Guaranty and Stock Pledge Agreement with the Lender. Ruegg Capital Group, Inc., an affiliate of Mr. Ruegg, also pledged shares of the Company's common stock with an aggregate collateral value of not less than $5.0 million to secure the obligation. This pledge requires Ruegg Capital to maintain the collateral value; if it falls below $5.0 million, the company must pledge additional shares, securities, or cash within three business days to avoid a default. Upon a default, the Lender may exercise voting rights and foreclose on the shares, potentially resulting in a change in control of the Company.
