HNO International, Inc. Files S-1/A Amendment

TL;DR

<b>HNO International, Inc. has filed an S-1/A amendment, providing updated corporate and filing information.</b>

AI Summary

HNO International, Inc. (HNOI) filed a Amended IPO Registration (S-1/A) with the SEC on February 5, 2024. HNO International, Inc. (formerly Excoin Ltd., Clenergen Corp) filed an S-1/A amendment on February 5, 2024. The company is incorporated in Nevada with its fiscal year ending October 31. Its business and mailing address is 41558 Eastman Drive, Suite B, Murrieta, CA 92562. The SIC code is METAL MINING [1000]. The filing relates to the 1933 Act with SEC file number 333-275193.

Why It Matters

For investors and stakeholders tracking HNO International, Inc., this filing contains several important signals. This S-1/A filing indicates ongoing efforts by HNO International to comply with SEC regulations, potentially in preparation for a significant corporate event such as an offering or restructuring. The amendment provides specific details on the company's structure, former names, and addresses, which are crucial for investors and regulators to accurately identify and track the entity.

Risk Assessment

Risk Level: low — HNO International, Inc. shows low risk based on this filing. The filing is an amendment (S-1/A) and does not contain new financial performance data, making the immediate risk assessment low based solely on this document.

Analyst Insight

Monitor future filings for updated financial statements and business developments to assess the company's performance and strategic direction.

Key Numbers

• 2024-02-05 — Filing Date (S-1/A filing date)
• 1031 — Fiscal Year End (Company's fiscal year end)
• 0001342916 — Central Index Key (Company's Central Index Key)
• 1000 — SIC Code (Standard Industrial Classification code)
• 333-275193 — SEC File Number (SEC file number)

Key Players & Entities

• HNO International, Inc. (company) — Filer name
• Excoin Ltd. (company) — Former company name
• Clenergen Corp (company) — Former company name
• NV (company) — State of incorporation
• MURRIETA (company) — City
• CA (company) — State
• 1933 Act (regulator) — SEC Act
• 333-275193 (regulator) — SEC file number

Forward-Looking Statements

• HNO International will likely update its SIC code to better reflect its 'Green Fuels' business. (HNO International, Inc.) — medium confidence, target: 2025-10-31
• The company will continue to focus on integrating HNO Green Fuels into its operations. (HNO International, Inc.) — high confidence, target: 2024-12-31

FAQ

Industry Context

The company operates within the Metal Mining sector, as indicated by its SIC code.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the initial offering and registration of securities.

What Investors Should Do

1. Review subsequent filings for financial performance and operational updates.
2. Investigate the company's business activities within the metal mining sector.
3. Track any announcements regarding potential offerings or significant corporate actions.

Year-Over-Year Comparison

This is an S-1/A filing, indicating an amendment to a previous registration statement. No direct comparison to a prior period's financial performance is available in this document.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 (the " Common Stock "). This Pre-Effec
• $1.08 — our Common Stock on the OTC Markets was $1.08. Our Chairman, Donald Owens, is the so
• $13,000 — October 31, 2023, our total revenue was $13,000, and we had a net loss of $1,441,335. D
• $1,441,335 — e was $13,000, and we had a net loss of $1,441,335. During the year ended October 31, 2022
• $34,450 — October 31, 2022, our total revenue was $34,450, and we had a net loss of $1,071,309.
• $1,071,309 — e was $34,450, and we had a net loss of $1,071,309. Our estimates of capital, personnel,
• $1,440,000 — s, in the aggregate principal amount of $1,440,000. Although none of these notes are curre

Filing Documents

• hnoifs1a3.htm (S-1/A) — 1651KB
• ex51.htm (EX-5) — 8KB
• ex23.htm (EX-23) — 3KB
• image_002.jpg (GRAPHIC) — 19KB
• image_001.gif (GRAPHIC) — 9KB
• 0001262463-24-000023.txt (&nbsp;) — 4142KB
• hnoi-20231031.xsd (EX-101.SCH) — 27KB
• hnoi-20231031_cal.xml (EX-101.CAL) — 42KB
• hnoi-20231031_def.xml (EX-101.DEF) — 102KB
• hnoi-20231031_lab.xml (EX-101.LAB) — 197KB
• hnoi-20231031_pre.xml (EX-101.PRE) — 171KB
• hnoifs1a3_htm.xml (XML) — 286KB

RISK FACTORS

RISK FACTORS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 20 PRIVATE PLACEMENT 20

USE OF PROCEEDS

USE OF PROCEEDS 20 SELLING SECURITY HOLDER 21 MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS 22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 23

BUSINESS

BUSINESS 26 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 32

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 35

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 36 PLAN OF DISTRIBUTION 38 SHARES ELIGIBLE FOR FUTURE SALE 40 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 40 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES 40 LEGAL MATTERS 41 EXPERTS 41 WHERE YOU CAN FIND MORE INFORMATION 41 INDEX TO FINANCIAL STATEMENTS 42 5 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities. ABOUT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we have filed with the U.S. Securities and Exchange Commission (the " SEC ") and includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading " Where You Can Find More Information " before making your investment decision. You should rely only on the information provided in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Security Holder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the Selling Security Holder, are offering to sell or seeking offers to purchase these securities in any juri

Use of Proceeds

Use of Proceeds We will not receive any of the proceeds from any sale of the shares of Common Stock by the Selling Security Holder. We will receive proceeds from the purchase of the Common Stock under the EFA from the Selling Security Holder. See " Use of Proceeds ."

Risk Factors

Risk Factors The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See " Risk Factors " beginning on page 9. Trading Symbol The Company's Common Stock is quoted on the OTC Markets under the symbol "HNOI." The number of shares of Common Stock issued and outstanding is based on an aggregate of 419,433,085 shares issued and outstanding as of February 5, 2024 and excludes the shares of Common Stock issuable upon the purchase of the Shares under the EFA. For a more detailed description of the EFA, see " Private Placement ". 8

RISK FACTORS

RISK FACTORS This offering involves a high degree of risk. You should carefully consider the risks and uncertainties described below in addition to the other information contained in this prospectus before deciding whether to invest in shares of our Common Stock. If any of the following risks occur, our business, financial condition or operating results could be harmed. In that case, you may lose part or all of your investment. In the opinion of management, the risks discussed below represent the material risks known to the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations and adversely affect the investment in our Common Stock. You should purchase our Common Stock only if you can afford a complete loss of your investment. You should consider all the risks before buying our Common Stock, which may include: limited operating history and net losses; unpredictable events, such as the COVID-19 outbreak, and associated business disruptions; changes in laws, regulations and guidelines; decrease in demand for hydrogen solutions and systems due to certain research findings, proceedings, or negative media attention; damage to reputation as a result of negative publicity; exposure to product liability claims, actions and litigation; risks associated with product recalls; product viability; continuing research and development efforts to respond to technological and regulatory changes; maintenance of effective quality control systems; changes to energy prices and supply; risks associated with expansion into new jurisdictions; regulatory compliance risks; and potential delisting resulting in reduced liquidity of our Common Shares. Risks Related to Our Business We need to continue as a going concern if our business is to succeed. Our independent registered public accounting firm reports on our audited financial statements for the years ended October

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View this S-1/A filing on SEC EDGAR