Off The Hook YS Targets $30M IPO to Fuel Yacht Dealership Expansion

TL;DR

**OTHYS's IPO is a game-changer, ditching personal guarantees for institutional financing to aggressively scale its AI-powered boat dealership and dominate the booming pre-owned marine market.**

AI Summary

OFF THE HOOK YS INC. (OTHYS) is launching an initial public offering of 5,000,000 shares of common stock, priced between $4.00 and $6.00 per share, aiming to raise between $20 million and $30 million before expenses. The company, founded in 2012 by Jason Ruegg, specializes in yacht and boat dealership, wholesaling, and related services, generating over $90 million in annual sales from more than 400 vessels. OTHYS operates a vertically integrated model through affiliates like Off The Hook Yacht Sales, NC LLC, Azure Funding, LLC, and OTH Simon Marin YF, LLC, and operating units including We Buy Boats and OTH Yacht Services. A key strategic move is to replace Jason Ruegg's personal guarantee on floorplan financing with institutional credit facilities, targeting over $50 million in financing by 2026 to expand inventory acquisition. The company also highlights its proprietary AI-driven CRM system, which processes hundreds of thousands of data points to generate automated bid recommendations and enhance operational efficiency. OTHYS has been recognized by Inc. 500 and Boating Industry as a top-growing and top-ranked dealer, respectively.

Why It Matters

This IPO is crucial for OTHYS as it seeks to shed its founder's personal guarantees on financing, aiming for institutional credit facilities of over $50 million by 2026. This shift could significantly de-risk the company's balance sheet and unlock substantial growth in inventory acquisition, directly impacting its ability to compete with larger marine dealerships. For investors, it represents an opportunity to invest in a rapidly growing, vertically integrated player in the pre-owned boat market, which has consistently outpaced new boat sales. Employees and customers could benefit from expanded services and a more robust, financially stable company, while the broader market will see a new publicly traded entity leveraging AI in the marine industry.

Risk Assessment

Risk Level: high — The S-1/A filing explicitly states, "Investing in our common stock involves a high degree of risk." A significant risk highlighted is the reliance on replacing Jason Ruegg's personal guarantee on floorplan financing with institutional credit facilities, with "no assurance that such alternate financing will be available on terms acceptable to us." Furthermore, the company will be a "controlled company" post-IPO, with Jason Ruegg beneficially owning a significant percentage of voting power, allowing it to opt out of certain corporate governance requirements, which can reduce shareholder protections.

Analyst Insight

Investors should carefully evaluate OTHYS's ability to secure the targeted $50 million in institutional floorplan financing by 2026, as this is a critical catalyst for its stated growth strategy. Monitor the company's progress in transitioning away from personal guarantees and assess the impact of its 'controlled company' status on corporate governance and minority shareholder rights before making an investment decision.

Financial Highlights

debt To Equity

N/A

revenue

$90 million

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Executive Compensation

Key Numbers

• $4.00-$6.00 — Estimated public offering price per share (Price range for the 5,000,000 shares of common stock)
• 5,000,000 — Shares of common stock offered (Number of shares in the firm commitment initial public offering)
• $90 million — Annual boat and yacht sales (Current annual sales generated by OTHYS)
• 400+ — Vessels transacted annually (Number of vessels OTHYS sales representatives transact each year)
• $50 million — Targeted floorplan financing by 2026 (Goal for institutional credit facilities post-IPO)
• 750,000 — Additional shares for over-allotment option (Number of shares granted to the underwriter for 45-day option)
• 1.0% — Non-accountable expense allowance (Percentage of initial public offering price payable to underwriters)
• 5% — Warrants to underwriter (Percentage of shares sold in offering for which warrants will be issued to underwriter)
• $56.7 billion — U.S. recreational boating industry sales in 2022 (Total annual sales of boats, marine products, and services)
• 2012 — Year founded (Year Off The Hook YS Inc. was founded by Jason Ruegg)

Key Players & Entities

• OFF THE HOOK YS INC. (company) — Registrant and issuer of common stock
• Jason Ruegg (person) — Founder, President, Chairman of the Board, and controlling shareholder
• ThinkEquity (company) — Underwriter for the IPO
• NYSE American (regulator) — Exchange where common stock is applied for listing
• NexGen AI (company) — Strategic AI partnership for CRM integration
• National Marine Manufacturers Association (NMMA) (company) — Source of marine industry market data
• Joseph M. Lucosky, Esq. (person) — Legal counsel from Lucosky Brookman LLP
• Gregory Sichenzia, Esq. (person) — Legal counsel from Sichenzia Ross Ference Carmel LLP
• Brian S John (person) — Chief Executive Officer of Off the Hook YS Inc.
• Azure Funding, LLC (company) — Affiliate providing recreational loan brokerage and lending

FAQ

Risk Factors

• Reliance on Floorplan Financing [high — financial]: The company heavily relies on floorplan financing, which is currently personally guaranteed by Jason Ruegg. A failure to replace this guarantee with institutional credit facilities post-IPO could lead to significant financial distress and impact inventory acquisition.
• Dependence on Key Personnel [high — operational]: The success of OTHYS is significantly dependent on its founder, Jason Ruegg. His departure or inability to perform his duties could materially and adversely affect the business, operations, and prospects.
• Cyclical Nature of Recreational Boating Industry [medium — market]: The recreational boating industry is cyclical and sensitive to economic downturns, consumer discretionary spending, and interest rate fluctuations. A recession or significant economic slowdown could reduce demand for OTHYS's products and services.
• Compliance with Marine Industry Regulations [medium — regulatory]: The company must comply with various federal, state, and local regulations related to boat sales, financing, and operations. Non-compliance could result in fines, penalties, and reputational damage.
• Inventory Management Risks [medium — financial]: Maintaining adequate inventory levels while managing associated costs and potential depreciation is crucial. Inability to effectively manage inventory could lead to write-downs and impact profitability.
• Effectiveness of AI-Driven CRM [low — operational]: The company's proprietary AI-driven CRM system is a key operational advantage. Its failure to perform as expected or keep pace with technological advancements could hinder efficiency and competitive positioning.

Industry Context

The U.S. recreational boating industry is a substantial market, generating $56.7 billion in sales in 2022. It encompasses boats, marine products, and services, and is influenced by economic conditions, consumer confidence, and discretionary spending. The industry is competitive, with various dealerships, manufacturers, and service providers.

Regulatory Implications

OTHYS must navigate a landscape of regulations governing sales, financing, and consumer protection within the marine industry. Compliance with these rules is essential to avoid penalties and maintain operational integrity. The transition to institutional financing may also involve new regulatory considerations.

What Investors Should Do

1. Evaluate the company's ability to secure institutional floorplan financing post-IPO.
2. Assess the competitive landscape and OTHYS's market positioning.
3. Monitor the performance and scalability of the AI-driven CRM system.
4. Analyze the cyclicality of the boating industry and its potential impact on OTHYS's revenue.

Key Dates

• 2012-01-01: Company Founded — Marks the inception of Off The Hook YS Inc. by Jason Ruegg, establishing its presence in the yacht and boat dealership market.

Glossary

Floorplan Financing

A type of revolving credit line used by dealers to finance inventory. The loan is secured by the inventory itself. (Crucial for OTHYS's ability to acquire and maintain a large inventory of boats and yachts. The company aims to transition from personal guarantees to institutional credit facilities.)

Vertically Integrated Model

A business structure where a company controls multiple stages of its supply chain or value chain, from production to distribution. (OTHYS operates through various affiliates (e.g., Azure Funding, OTH Simon Marin YF) to manage different aspects of its business, aiming for greater control and efficiency.)

Initial Public Offering (IPO)

The process by which a private company first sells shares of stock to the public, becoming a publicly traded company. (This S-1/A filing details OTHYS's plan to go public, raising capital and providing liquidity for existing shareholders.)

AI-Driven CRM

Customer Relationship Management software that utilizes artificial intelligence to analyze data, automate tasks, and provide insights. (OTHYS highlights its proprietary AI CRM as a key differentiator for operational efficiency and automated bid recommendations.)

Over-allotment Option (Greenshoe)

An option granted to underwriters to sell more shares than initially planned if demand is high, typically up to 15% of the offering size. (OTHYS has granted an option for 750,000 additional shares, allowing underwriters to stabilize the stock price and meet excess demand.)

Year-Over-Year Comparison

This is an S-1/A filing for an initial public offering, meaning there is no prior public filing to compare against. Key financial metrics such as revenue, net income, margins, and debt levels from previous periods are not available for comparison in this context. The filing outlines the company's current business model, growth strategy, and risk factors as it prepares to become a public entity.

Key Financial Figures

• $0.001 — 0,000 shares of common stock, par value $0.001 of Off The Hook YS Inc., a Nevada corpo
• $4.00 — ing price of our shares will be between $4.00 and $6.00 per share. Prior to our init
• $6.00 — of our shares will be between $4.00 and $6.00 per share. Prior to our initial public
• $90 million — fessionals. Today, OTHYS generates over $90 million in annual boat and yacht sales, operati
• $56.7 billion — ts, and services totaling approximately $56.7 billion in 2022, according to the National Mari
• $50 million — our borrowing capacity—targeting $50 million or more in floorplan financing by 2026&
• $10 — By expanding floorplan financing from $10–12MM to $50MM+ by 2026, OTHYS exp
• $50M — orplan financing from $10–12MM to $50MM+ by 2026, OTHYS expects to have the li

Filing Documents

• forms-1a.htm (S-1/A) — 2521KB
• ex10-12.htm (EX-10.12) — 28KB
• ex10-13.htm (EX-10.13) — 24KB
• ex23-1.htm (EX-23.1) — 4KB
• formdrs_001.jpg (GRAPHIC) — 24KB
• formdrs_003.jpg (GRAPHIC) — 447KB
• forms-1_001.jpg (GRAPHIC) — 549KB
• formdrs_005.jpg (GRAPHIC) — 362KB
• formdrs_006.jpg (GRAPHIC) — 1169KB
• image_002.jpg (GRAPHIC) — 55KB
• image_004.jpg (GRAPHIC) — 61KB
• audit_001.jpg (GRAPHIC) — 11KB
• formdrs_002.jpg (GRAPHIC) — 10KB
• ex23-1_001.jpg (GRAPHIC) — 6KB
• 0001493152-25-012438.txt ( ) — 6288KB

Underwriting

Underwriting discounts and commissions (1) $ $ Proceeds to us, before expenses $ $ (1) Underwriting discounts and commissions do not include (i) a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters, and (ii) warrants to purchase up to a total 5% of the shares of common stock sold in the offering to be issued to the underwriter upon closing, which will be exercisable during the four and one-half year period commencing 180 days from the commencement of sales of the securities in the offering, at a price per share equal to 125% of the public offering price per share of common stock at the offering. We refer you to “Underwriting” beginning on page 99 for additional information regarding underwriters’ compensation. We have granted a 45-day option to the underwriter to purchase up to an additional 750,000 shares of common stock to cover over-allotments, if any. Delivery of the common stock is expected to be made on or about , 2025. ThinkEquity The date of this prospectus is , 2025 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 THE OFFERING 11

RISK FACTORS

RISK FACTORS 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 33 INDUSTRY AND OTHER DATA 35

USE OF PROCEEDS

USE OF PROCEEDS 35 DIVIDEND POLICY 36 CAPITALIZATION 36

DILUTION

DILUTION 38 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39

BUSINESS

BUSINESS 54 MANAGEMENT 71 EXECUTIVE AND DIRECTOR COMPENSATION 79 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 86 PRINCIPAL STOCKHOLDERS 87

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 88 SHARES ELIGIBLE FOR FUTURE SALE 92 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 94

UNDERWRITING

UNDERWRITING 99 LEGAL MATTERS 107 EXPERTS 107 WHERE YOU CAN FIND MORE INFORMATION 107 INDEX TO FINANCIAL STATEMENTS F-1 Neither we nor the underwriter have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. This prospectus contains forward-looking and “Special Note Regarding Forward-Looking Statements.” i ABOUT THIS PROSPECTUS Except where the context otherwise requires or where otherwise indicated throughout this registration statement, the terms “Off the Hook YS Inc.,” “Off the Hook,” “OTHYS,” &ldq

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