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NATURE OF BUSINESS AND ORGANIZATION
 9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF BUSINESS AND ORGANIZATION

NOTE 1. NATURE OF BUSINESS AND ORGANIZATION

 

Off The Hook YS Inc. (the “OTH”) is a company established in Nevada. It is a holding company established on January 3, 2025 with no business operation. Off The Hook Yacht Sales NC, LLC (the “OTHYS”) and OTH Simon Marine YF, LLC (the “Boat Center”) sell yachts and boats to the public. Azure Funding, LLC (the “Azure”) is a recreational loan broker and lender, focused on providing financing services to individuals for marine, aviation and recreational vehicle purchases. Autograph Yacht Group Inc. (“AYG”) was incorporated in the State of Florida on August 8, 2025. AYG operates as a luxury yacht brokerage, engaged in the purchase and sale of yachts and related marine vessels. AYG is a wholly owned subsidiary of Off The Hook YS Inc. OTH, OTHYS, Boat Center, Azure and AYG are collectively referred to as the Company. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, yachts and trailers, and offers slip and storage accommodation in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with Azure or third-party lenders and insurance companies. The following list details the ownership interests of the entities; these entities are directly and indirectly controlled by Jason Ruegg as of September 30, 2025.

 

Entity  Ownership Interests
Off The Hook YS Inc.  100% owned by Jason Ruegg
Off the Hook Yacht Sales NC, LLC(OTHYS)  100% owned by Ruegg Capital Group, Inc.
Azure Funding, LLC (Azure)  Katie Ruegg: 10%
   Glenn Overton: 22.5%
   Jason Ruegg: 67.5%
OTH Simon Marine YF LLC (Boat Center)  Jason Ruegg: 75%
   Corey Simon: 25%
Autograph Yacht Group, LLC (“AYG”)  -100% owned by Off The Hook YS Inc.

 

In preparation for listing (“Listing”) on the U.S. Exchange Market, holders of equity interests (the “OTH Owners”) in OTHYS, Boat Center and Azure(the “OTH Companies”) agreed to undertake a restructuring of their ownership interests in the OTH Companies by consolidating such companies under OTH, which upon completion of the consolidation, the OTH Owners collectively own 100% of the issued and outstanding shares of common stock of OTH, and each of the OTH Companies will be a wholly owned subsidiary of OTH.

 

Subsequent to the reorganization, OTH incorporated Autograph Yacht Group Inc. in Florida, which became a wholly owned subsidiary of OTH. The financial results of Autograph have been included in the Company’s combined and consolidated financial statements beginning from its incorporation date, August 8, 2025.

 

Immediately before and after the Reorganization as described above, OTH and Operating Subsidiaries were effectively controlled by the same controlling shareholders, and given no change on control, the transaction is accounted for as business combination under common control.

 

For financial reporting purpose, the contribution of Operating Subsidiaries represented a transaction between entities under common control, resulted in a change in reporting entity and required retrospective combination of entities for all periods presented, as if the combination has been in effect since the inception of common control. Accordingly, the combined and consolidated financial statements of OTH and Operating Subsidiaries reflect the accounting of the combined subsidiaries at historical carrying values, except that equity reflects the equity of OTH.

 

Boats and Buyers Acquisition

 

In April 2025, the Company entered into a Stock Purchase Agreement dated April 25, 2025 (the “SPA”) with Jeffrey Matthew Reistad, Ahren Reistad and Ethan Reistad (collectively, the “Sellers”), to acquire 100% of the issued and outstanding shares of Boats and Buyers, Inc., a Delaware corporation, together with its related websites including www.boatscollective.com and other intellectual property (collectively, the “Boats and Buyers”). Pursuant to the SPA, the total purchase consideration consisted of cash of $150,000 and 100,000 shares of the Company’s common stock, par value $0.001 per share, to be allocated among the Sellers as specified in the agreement. The share issuance will occur after the Company’s registration statement on Form S-1 is declared effective. The SPA also provides that if the Company does not complete its initial public offering by November 30, 2025, the Sellers may require the Company to repurchase all of their shares at $3.50 per share, payable on or before December 31, 2025. The accounting treatment of this transaction is further discussed in Note 7 and Note 19.