Off The Hook YS Targets $50M Financing Post-IPO for Growth

TL;DR

**OTH is going public to ditch personal guarantees and fuel aggressive expansion with $50M+ in new financing, making it a speculative buy for growth-hungry investors.**

AI Summary

OFF THE HOOK YS INC. (OTH) is launching an IPO of 5,000,000 shares of common stock, priced between $4.00 and $6.00 per share, aiming to list on NYSE American under 'OTH'. The company, a yacht and boat dealership founded in 2012, generated over $90 million in annual boat and yacht sales in 2022, operating across eight locations with 35 sales representatives. OTHYS boasts a vertically integrated business model, including affiliates like Azure Funding, LLC for financing and operating units such as WeBuyBoats.com for acquisitions and OTH Yacht Services for maintenance. A key strategic move post-IPO is to remove President Jason Ruegg's personal guarantee on floorplan financing, targeting an expansion to $50 million or more in institutional floorplan financing by 2026. This shift is expected to significantly increase borrowing capacity and enable larger inventory acquisitions, driving future growth. The company also highlights its proprietary AI-driven CRM system and a strategic AI partnership with NexGen AI, signed on February 25, 2025, to enhance data analysis and predictive power in the used boat market.

Why It Matters

This S-1/A filing signals OFF THE HOOK YS INC.'s intent to go public, offering investors a chance to buy into a vertically integrated marine dealership with a stated $90 million in annual sales. The planned shift from personal guarantees to institutional floorplan financing, targeting $50 million by 2026, could significantly de-risk the company for its founder while enabling aggressive expansion, potentially impacting competitors by increasing OTH's market share. For employees, this could mean more stability and growth opportunities, while customers might benefit from a broader inventory and enhanced digital tools like the AI-driven CRM. The broader market will watch to see if OTH's tech-driven approach can truly disrupt the traditional boat dealership model.

Risk Assessment

Risk Level: high — The offering involves a high degree of risk, as explicitly stated in the filing: 'Investing in our common stock involves a high degree of risk.' Furthermore, the company will be a 'controlled company' with founder Jason Ruegg owning 55.6% of voting power post-IPO, allowing it to opt out of certain corporate governance requirements, which can reduce shareholder protections. The success of its growth strategy hinges on securing 'alternate financing' on 'acceptable terms' post-IPO, which is not assured.

Analyst Insight

Investors should carefully evaluate OTH'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. Given the 'high degree of risk' and 'controlled company' status, a speculative position might be considered only after a thorough review of the 'Risk Factors' section, focusing on the execution risk of its financing and AI integration plans.

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 being offered)
• 5,000,000 — Shares of common stock offered (Number of shares in the firm commitment initial public offering)
• 55.6% — Beneficial ownership of Jason Ruegg (Percentage of total issued and outstanding shares and voting power post-IPO, making OTH a 'controlled company')
• $90 million — Annual boat and yacht sales (Sales generated by OTHYS in 2022)
• $50 million — Targeted floorplan financing (Amount OTHYS aims to secure by 2026 after removing personal guarantees)
• 750,000 — Over-allotment option shares (Additional shares the underwriter can purchase within 45 days)
• 0.90% — Non-accountable expense allowance (Percentage of IPO price payable to underwriters)
• 5% — Warrants to underwriter (Percentage of shares sold in the offering for which warrants will be issued to the underwriter)
• $56.7 billion — U.S. recreational boating industry sales (Total sales of boats, marine products, and services in 2022, according to NMMA)
• 2012 — Founding year of OTHYS (Year the company 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 (55.6% post-IPO)
• NYSE American (regulator) — Proposed listing exchange for OTH common stock
• ThinkEquity (company) — Underwriter for the IPO
• NexGen AI (company) — Strategic AI partner for CRM system integration
• Azure Funding, LLC (company) — Affiliate providing recreational loan brokerage and lending
• Joseph M. Lucosky, Esq. (person) — Legal counsel from Lucosky Brookman LLP
• Gregory Sichenzia, Esq. (person) — Legal counsel from Sichenzia Ross Ference Carmel LLP
• National Marine Manufacturers Association (NMMA) (company) — Source for marine industry market data
• Brian S John (person) — Chief Executive Officer of Off the Hook YS Inc.

FAQ

Risk Factors

• Reliance on Floorplan Financing [high — financial]: The company heavily relies on floorplan financing for inventory. A significant portion of this financing is currently backed by a personal guarantee from President Jason Ruegg. The removal of this guarantee post-IPO is critical for expansion but introduces a risk if new financing terms are unfavorable or unavailable, potentially limiting inventory acquisition and growth.
• Inventory Management and Seasonality [medium — operational]: The business is subject to the cyclical nature of the recreational boating industry and potential seasonality. Managing a large inventory of high-value assets like yachts and boats requires significant capital and carries risks of obsolescence, damage, or depreciation, especially if sales cycles are longer than anticipated.
• Competition in the Boating Market [medium — market]: The U.S. recreational boating industry is large ($56.7 billion in 2022) and competitive. OTHYS faces competition from numerous dealerships, brokers, and direct manufacturers, which could impact pricing, market share, and profitability.
• Compliance with Marine Regulations [low — regulatory]: As a dealer of boats and yachts, OTHYS must comply with various federal, state, and local regulations related to sales, financing, safety, and environmental standards. Non-compliance could lead to fines, penalties, or reputational damage.
• Dependence on Key Personnel [medium — financial]: The company's success is significantly tied to its founder and President, Jason Ruegg. His leadership, strategic vision, and personal financial commitments (like the floorplan guarantee) are crucial. Departure or incapacitation of key management could negatively impact operations and investor confidence.
• Integration of AI Technology [medium — operational]: The company is investing in AI for CRM and market analysis through a partnership with NexGen AI. The success of this strategy depends on effective integration, data quality, and the actual predictive power of the AI, with potential risks of implementation challenges or failure to achieve expected benefits.

Industry Context

The U.S. recreational boating industry is a substantial market, generating $56.7 billion in sales in 2022. It encompasses sales of boats, marine products, and services. The industry is characterized by a mix of large manufacturers, numerous dealerships, brokers, and service providers, with trends influenced by economic conditions, consumer discretionary spending, and technological advancements like AI in market analysis.

Regulatory Implications

As a dealer of regulated products like boats and yachts, OTHYS faces compliance obligations related to sales practices, financing disclosures, and potentially environmental and safety standards. Failure to adhere to these regulations could result in penalties, legal challenges, and damage to the company's reputation.

What Investors Should Do

1. Monitor floorplan financing strategy post-IPO.
2. Evaluate the impact of the AI partnership.
3. Assess management's execution capabilities.

Key Dates

• 2012-01-01: Company Founding — Marks the establishment of OFF THE HOOK YS INC. by Jason Ruegg, setting the foundation for its operations in the yacht and boat dealership market.
• 2022-12-31: 2022 Annual Sales — Generated over $90 million in boat and yacht sales, demonstrating significant market presence and revenue generation capacity prior to the IPO.
• 2025-02-25: AI Partnership Agreement — Signed a strategic AI partnership with NexGen AI, indicating a forward-looking approach to leveraging technology for data analysis and competitive advantage in the used boat 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 to maintain a large inventory of high-value boats and yachts. The company aims to expand its floorplan financing capacity significantly post-IPO.)

Vertically Integrated Business Model

A business structure where a company controls multiple stages of its supply chain or service delivery, from acquisition to after-sales service. (OTHYS utilizes this model with affiliates for financing (Azure Funding) and services (OTH Yacht Services), aiming for greater control and efficiency.)

IPO (Initial Public Offering)

The process by which a private company first sells shares of stock to the public. (This S-1/A filing is for OTHYS's IPO, aiming to raise capital and provide liquidity for existing shareholders.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company. (Jason Ruegg's beneficial ownership of 55.6% post-IPO classifies OTHYS as a controlled company, meaning he retains significant control over corporate decisions.)

Underwriter

An investment bank that helps a company issue new securities to the public. (The underwriter(s) for OTHYS's IPO will purchase shares from the company and resell them to investors, also receiving fees and potentially warrants.)

Warrants

A type of security that gives the holder the right, but not the obligation, to buy or sell a stock at a specific price on or before a certain date. (The underwriter is receiving warrants as part of the IPO compensation, which could provide additional profit if the stock price increases.)

Year-Over-Year Comparison

This is an S-1/A filing, indicating it is an amendment to an initial registration statement for an IPO. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or margin changes are not applicable at this stage. The filing focuses on presenting the company's business, financial condition, and risks to potential investors for the upcoming public offering.

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) — 2516KB
• ex1-1.htm (EX-1.1) — 436KB
• ex5-1.htm (EX-5.1) — 20KB
• ex10-16.htm (EX-10.16) — 86KB
• ex14-1.htm (EX-14.1) — 140KB
• ex21-1.htm (EX-21.1) — 3KB
• ex23-1.htm (EX-23.1) — 4KB
• ex99-1.htm (EX-99.1) — 24KB
• ex99-2.htm (EX-99.2) — 30KB
• ex99-3.htm (EX-99.3) — 50KB
• ex99-4.htm (EX-99.4) — 57KB
• forms-1a_001.jpg (GRAPHIC) — 35KB
• forms-1a_002.jpg (GRAPHIC) — 637KB
• forms-1a_003.jpg (GRAPHIC) — 558KB
• forms-1a_004.jpg (GRAPHIC) — 482KB
• forms-1a_005.jpg (GRAPHIC) — 966KB
• forms-1a_006.jpg (GRAPHIC) — 47KB
• forms-1a_007.jpg (GRAPHIC) — 56KB
• audit_001.jpg (GRAPHIC) — 20KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex23-1_001.jpg (GRAPHIC) — 26KB
• 0001493152-25-015933.txt ( ) — 7267KB

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 0.90% 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 98 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 85 PRINCIPAL STOCKHOLDERS 86

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 87 SHARES ELIGIBLE FOR FUTURE SALE 91 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 93

UNDERWRITING

UNDERWRITING 98 LEGAL MATTERS 106 EXPERTS 106 WHERE YOU CAN FIND MORE INFORMATION 106 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,” “OTH,” &

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