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NATURE OF BUSINESS AND ORGANIZATION
 12 Months Ended
Dec. 31, 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. (the “AYG”), with its brokers positioned throughout the United States, specializes in navigating the pre-owned regional markets while maintaining a client-focused approach. OTH, OTHYS, Boat Center, Azure and AYG 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 before listing on the NYSE American.

 

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 OTH Companies by consolidating such companies under OTH. Upon completion of the Reorganization:

 

  ● Each of the OTH Companies became a wholly owned subsidiary of OTH; 
  ● The former owners of the OTH Companies collectively received shares of OTH common stock representing 100% of the then-outstanding shares of OTH; and
  ● OTH became the holding company for all operating subsidiaries.

 

Immediately prior to the Reorganization, Off The Hook YS Inc. was owned 75% by the existing OTH owners and 25% by OTH Florida Acquisition Corp. Upon completion of the IPO, OTH’s shares were sold to public shareholders and are now publicly traded.

 

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 consolidated financial statements of OTH and Operating Subsidiaries reflect the accounting of the consolidated subsidiaries at historical carrying values, except that equity reflects the equity of OTH.