{"url_path":"/sec/nxb/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2067767/0001493152-26-023128-index.html","accession_number":"0001493152-26-023128","cik":"0002067767","ticker":"NXB","issuer_name":"NextBoat Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2067767/0001493152-26-023128-index.html","primary_entity_key":"0002067767","primary_entity_name":"OFF THE HOOK YS INC."},"word_count":409,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors.**\n\n \n\nOur\nbusiness, financial condition, and results of operations are subject to various risks and uncertainties, including those described in\nPart I, Item 1A, *Risk Factors* in our Annual Report on Form 10-K for the year ended December 31, 2025.\n\n \n\nThere\nhave been no material changes to those risk factors except as set forth below. You should carefully consider those risk factors, together\nwith the other information contained in this Quarterly Report on Form 10-Q.\n\n \n\n**We\nmay not successfully complete or integrate acquisitions, which could adversely affect our business, financial condition, and results\nof operations.**\n\n** **\n\nWe have completed, and are actively pursuing, strategic acquisitions as\npart of our growth strategy, including the pending acquisition of Bellhart Marine Group, LLC and the recently completed acquisition of\nApex Marine Sales, LLC and its affiliates (see Note 18 – Subsequent Events). These transactions involve significant risks, including\nthe inability to complete pending acquisitions on favorable terms or at all, the need to obtain additional financing on acceptable terms,\nand the potential diversion of management’s attention from our existing operations. If completed, acquisitions may present integration\nchallenges, including difficulties in combining operations, technology systems, and personnel, retaining key employees, and may result\nin the assumption of unknown or contingent liabilities. We may also be required to record goodwill and other intangible assets that are\nsubject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated\nbenefits of such acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating acquired businesses\nmay exceed our current estimates. Any of these factors could adversely affect our business, financial condition, and results of operations.\n\n \n\n**We\nare subject to litigation that could adversely affect our business and financial condition.**\n\n \n\nWe\nare, and may in the future become, subject to various legal proceedings, claims, and governmental investigations in the ordinary course\nof business and otherwise. Such matters are subject to many uncertainties, and outcomes are not predictable. An adverse outcome in one\nor more of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows. Even\nwhere we ultimately prevail, litigation can be costly and time-consuming and may divert the attention of management and key personnel\nfrom business operations. See Note 17. *Commitments and Contingencies* to our Condensed Consolidated Financial Statements included\nin this Quarterly Report for additional information regarding our pending legal proceedings."}