Off The Hook YS Inc 2025年季度报告

FORM 10-Q For the Quarterly Period Ended September 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period from ______ to ______ Off the Hook YS Inc. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each classTrading Symbol(s)Name of each exchange on which registered Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Accelerated filerSmaller reporting company Large accelerated filerNon- accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒NoThe number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of December 12, 2025 was23,750,000 shares. CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federalsecurities laws concerning our business, operations and financial performance and condition, as well as our plans, objectives andexpectations for our business operations and financial performance and condition. Any statements contained herein that are notstatements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-lookingstatementsby terminology such as“aim,”“anticipate,”“assume,”“believe,”“contemplate,”“continue,”“could,”“due,”“estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,”“target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or thenegative of these terms or other comparable terminology. These forward-looking statements are based on management’s currentexpectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs Off the Hook YS Inc. Table of Contents 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 withno business operation. Off The Hook Yacht Sales NC, LLC (the “OTHYS”) and OTH Simon Marine YF, LLC (the “Boat Center”) sellyachts and boats to the public. Azure Funding, LLC (the “Azure”) is a recreational loan broker and lender, focused on providingfinancing services to individuals for marine, aviation and recreational vehicle purchases. Autograph Yacht Group Inc. (“AYG”) wasincorporated in the State of Florida on August 8, 2025. AYG operates as a luxury yacht brokerage, engaged in the purchase and sale ofyachts and related marine vessels. AYG is a wholly owned subsidiary of Off The Hook YS Inc. OTH, OTHYS, Boat Center, Azure andAYG are collectively referred to as the Company. The Company engages primarily in the retail sale, brokerage, and service of new andpre-owned boats, yachts and trailers, and offers slip and storage accommodation in certain locations. The Company also arranges In preparation for listing (“Listing”) on the U.S. Exchange Market, holders of equity interests (the “OTH Owners”) in OTHYS, BoatCenter and Azure(the “OTH Companies”) agreed to undertake a restructuring of their ownership interests in the OTH Companies byconsolidating such companies under OTH, which upon completion of the consolidation, the OTH Owners collectively own 100% of Subsequent to the reorganization, OTH incorporated Autograph Yacht Group Inc. in Florida, which became a wholly owned subsidiaryof OTH. The financial results of Autograph have been included in the Company’s combined and consolidated financial statements Immediately before and after the Reorganization as described above, OTH and Operating Subsidiaries were effectively controlled bythe same controlling shareholders, and given no change on control, the transaction is accounte