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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 20. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the combined and consolidated financial statements are available to be issued. Other than the material subsequent events disclosed above in the notes to financial statements, no other material subsequent events that required recognition or additional disclosure in the combined and consolidated financial statements are presented.

Shareholder Transaction – Amended SPA

On July 3rd, 2025, the shareholders of Off The Hook YS Inc. (the “OTH Owners”) entered into an Amended and Restated Agreement for the Purchase and Sale of Capital Stock (the “Amended SPA”) with Off The Hook Acquisition Corp., a Florida corporation (“OTH FL”). Pursuant to the Amended SPA, the OTH Owners agreed to sell and transfer to OTH FL 25% of the issued and outstanding common stock of Off The Hook YS Inc. (the “Transferred Securities”) for total consideration of $3.0 million, payable as follows:

	●	$600,000 in cash as a non-refundable deposit upon the execution of the Amended SPA; and
	●	$2.4 million payable at the closing, which is conditioned upon, among other things, the effectiveness of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission.

After the consummation of the consolidation of the OTH Companies and the transaction contemplated under the Amended SPA, but before the closing of this offering, the OTH Owners will collectively hold 75% of the issued and outstanding shares of the Company, and OTH FL will hold 25%.

As this transaction does not result in a change of control of the Company, it has no impact on the Company’s combined and consolidated financial statements.

Initial Public Offering

On November 13, 2025, the Company consummated its initial public offering (“IPO”) of 3,750,000 ordinary shares, par value $0.001 per share, at a public offering price of $4.00 per share, generating gross proceeds to the Company of $15 million before deducting underwriting discounts and offering expenses. The Company’s Registration Statement on Form S-1 (File No. 333-288551) for the IPO, originally filed with the U.S. Securities and Exchange Commission on July 7, 2025, as amended, was declared effective by the Commission on October 30, 2025. Pursuant to the Underwriting Agreement, as partial compensation for their services, the Company issued to the underwriters on the closing date of the Offering (the “Closing Date”), warrants (the “Underwriter Warrants”) to purchase an aggregate of 187,500 shares of our common stock, representing 5% of the shares issued on the Closing Date.

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- Definition

The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/855/tableOfContent

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483399/855-10-50-2

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