NYSE: NXB

Corporate
Structure and Background

In
connection with our initial public offering, we reorganized our corporate structure as follows:

1.Holders
of equity interests (the “OTH Owners”) in the entities listed below (the
“OTH Companies” and each an “OTH Company”) undertook
a restructuring of their ownership interests in the OTH Companies by consolidating such companies
under the Company, whereby upon completion of the consolidation, the OTH Owners collectively
owned 100% of the issued and outstanding shares of common stock of the Company, and each
of the OTH Companies became a wholly owned subsidiary of the Company:

●
Off
the Hook Yacht Sales NC, LLC, a North Carolina limited liability company;

●
Azure
Funding, LLC, a North Carolina limited liability company; and

●
OTH
Simon Marine YF LLC, a North Carolina limited liability company.

2.
Pursuant
to the Amended and Restated Agreement for the Purchase and Sale of Capital Stock dated October 31, 2025 (the “Amended SPA”),
the OTH Owners, in the aggregate, sold and transferred to Off The Hook Acquisition Corp, a Florida corporation (the “OTH
FL”), such number of shares of common stock of the Company representing 25% of the issued and outstanding shares of the
Company (the “Transferred Securities”) for the consideration of $3 million paid by OTH FL directly to the OTH
Owners (not the Company). The shares held by OTH FL were subject to a 180-day lock-up period, commencing on November 14, 2025
(the IPO closing date), as stipulated by the lock-up agreements.

3.
After
the consummation of the consolidation of the OTH Companies and the transaction contemplated under the Amended SPA, but before the
closing of this offering, the OTH Owners collectively held 75% of the issued and outstanding shares of the Company, and OTH FL held
the remaining 25% of the issued and outstanding shares of the Company.

Our
Products and Services

OTH
offers a comprehensive range of products and services designed to meet the needs of buyers, sellers, and industry partners across the
marine sector. Through its integrated business model, OTH provides a seamless experience for customers, leveraging its expertise in yacht
and boat sales, financing, servicing, and asset recovery.

1.
Yacht & Boat Sales

OTH
specializes in the buying and selling yachts and boats, offering a diverse selection of pre-owned vessels across various price points
and categories through OTH. Customers can choose from a curated inventory of sportfish, center consoles, motor yachts, and high-performance
boats. The company’s ability to acquire boats at competitive prices allows it to pass value on to buyers while providing sellers
with a fast, hassle-free transaction.

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2.
New Boat Sales

In
addition to the pre-owned market, OTH is expanding into new boat sales, offering customers access to premier boat brands through dealership
partnerships. This expansion enhances OTH’s ability to serve a broader clientele while strengthening relationships with top manufacturers.

3.
WeBuyBoats.com – Instant Boat Offers

OTH
owns and operates WeBuyBoats.com, a fast and efficient platform designed to provide boat owners with immediate cash offers. This service
simplifies the selling process, allowing customers to liquidate their boats quickly without the hassle of traditional listings or lengthy
negotiations. By utilizing proprietary valuation tools and market data, OTH ensures fair and competitive offers.

4.
Financing Solutions – Azure Funding

Through
Azure Funding, an indirect wholly owned subsidiary of OTH, OTH provides a range of financing options for recreational boat buyers. Whether
customers need traditional boat loans, short-term lending, or alternative financing solutions, Azure Funding offers tailored options
to meet their needs. Additionally, OTH provides financing services to industry partners, including dealerships and brokerages.

Azure
Funding partners with a range of financial institutions to provide recreational loan transactions. These institutions include both
national and specialized lenders.

Azure
Funding’s conventional loan brokerage process begins when a lead is sourced through dealerships, direct borrower inquiries, or
broader marketing efforts. Borrowers submit a loan application online and are promptly paired with a dedicated loan officer. The loan
officer works closely with Azure Funding’s in-house processing team to collect and review all supporting documentation - including
income verification, identification, and collateral details. Azure then matches the borrower with the most suitable lender(s) from its
partner network, based on credit profile, loan terms, and underwriting criteria. Once a lender approves the application, the loan is
finalized and funded by the selected institution. Azure facilitates the transaction through closing and communicates directly with both
borrower and lender throughout the process.

Azure
Funding operates in a competitive market for recreational financing services. Azure Funding competes with a range of institutions, including
banks, credit unions, specialty recreational lenders, and other loan brokers. Competition is generally based on factors such as approval
speed, borrower experience, rate structures, and dealer relationships. Azure Funding maintains a competitive position by partnering with
many of the banks that actively participate in recreational lending, and by leveraging strong dealership relationships, including OTHYS,
to source and support borrower activity.

Azure
Funding’s customers are primarily individual buyers seeking financing for new or pre-owned recreational assets. Most borrowers
fall within conventional credit parameters and are purchasing these assets for personal, non-commercial use. Loan amounts and credit
profiles vary, but the majority of customers are middle- to upper-income individuals financing premium recreational vessels.

5.
Servicing & Maintenance – OTH Yacht Services

OTH
offers comprehensive marine servicing and maintenance through OTH Yacht Services, a service center owned and operated by OTH, ensuring
that every vessel remains in peak condition. Services include routine maintenance, repairs, detailing, and mechanical inspections, providing
customers with a one-stop solution for their boating needs.

6.
Asset Recovery & Repossession – Marine Asset Recovery (“MAR”)

Through
Marine Asset Recovery, a marine asset recovery unit owned and operated by OTH, assists financial institutions and lenders with boat repossessions
and asset recovery services. This division specializes in reclaiming and reselling marine assets efficiently, feeding recovered boats
back into OTH’s inventory for resale. This seamless process maximizes value for all parties involved.

7.
Warranties & After-Sale Services

To
further enhance the customer experience, OTH is developing a warranty sales program that will offer buyers additional coverage and peace
of mind. These warranties will provide protection against unexpected repair costs, ensuring long-term satisfaction and confidence in
each purchase.

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Delivering
Value Across the Marine Industry

With
its diverse portfolio of products and services, OTH stands as a one-stop solution for the boating community. Whether buying, selling,
financing, servicing, or storing a vessel, customers can rely on OTH’s expertise and industry-leading customer service. By continuously
expanding its offerings and enhancing operational efficiency, OTH remains at the forefront of the marine industry, delivering unmatched
value to its clients and partners.

Our
Suppliers & Industry Partnerships

We
work with a diverse network of suppliers, manufacturers, and industry partners to ensure a steady inventory of high-quality yachts and
boats. These relationships allow OTH to maintain a competitive edge, offering customers a wide selection of vessels at the best possible
prices while ensuring access to premium parts, servicing, and financing solutions.

1.
Boat & Yacht Manufacturers

OTH
sources boats from a variety of leading manufacturers and OEMs (Original Equipment Manufacturers), ensuring a diverse inventory that
includes sportfish, center consoles, motor yachts, and high-performance vessels. Strong relationships with manufacturers enable OTH to
secure exclusive deals on new and pre-owned boats, giving customers access to high-demand brands at competitive prices.

2.
Dealer & Broker Partnerships

As
part of its wholesale and brokerage operations, OTH collaborates with dealers, independent brokers, and marine resellers across the industry.
These partnerships help facilitate inventory movement, ensuring that OTH can quickly source boats for customers while offering an efficient
resale channel for sellers. By working with a nationwide network of industry professionals, OTH maximizes inventory turnover and enhances
market liquidity.

For
example, pursuant to the Authorized Dealer Agreements with Yellowfin, dated May 5, 2025, Off the Hook Yacht Sales NC, LLC is the exclusive
dealer of Yellowfin from Miami to Islamorada and North Carolina. Under the agreements, Yellowfin grants Off the Hook Yacht Sales NC,
LLC the exclusive right to promote and sale its products within the designated market area and may offer a floor plan payment option
for certain products. The initial term of the agreement is one year, automatically renewing for successive one-year periods unless otherwise
terminated.

3.
Floorplan & Lending Institutions

OTH
works closely with floorplan lenders and financial institutions to support boat acquisitions and financing operations. By leveraging
strong relationships with financing partners, OTH is able to expand inventory access while providing buyers with tailored financing solutions.
Azure Funding, the company’s in-house financing arm, also maintains partnerships with major lenders, ensuring competitive loan
offerings for customers.

4.
Marine Servicing & Parts Suppliers

To
support OTH, the company partners with leading marine servicing and parts suppliers, ensuring access to OEM parts, aftermarket components,
and repair services. These relationships enable OTH to maintain its servicing capabilities, offering customers a reliable solution for
maintenance, upgrades, and repairs.

5.
Auction & Asset Recovery Partners

OTH
collaborates with lenders, financial institutions, and repossession agencies through its Marine Asset Recovery division, helping recover
and resell marine assets efficiently. These partnerships allow OTH to source inventory from repossessions, providing a steady supply
of boats for resale while assisting financial partners in managing defaulted assets.

6.
Marinas & Storage Facilities

As
part of its expansion into marina acquisitions, OTH is developing partnerships with marina operators, dry storage facilities, and docking
service providers. These partnerships ensure that customers have access to convenient storage and service options, further enhancing
the post-sale experience.

Our
Sales Network

OTH
partners with dealers through wholesale purchases, direct sales, trade-in programs, and financing options. Dealers within the network
may qualify for floorplan financing programs that provide liquidity for inventory purchases, trade-in and resale programs to help customers
upgrade to newer models, access to distressed and repossessed inventory through Marine Asset Recovery, and marketing and lead generation
support through OTH’s proprietary CRM and data analytics platform. OTH’s nationwide dealer network benefits from fast inventory
turnover, high-quality wholesale sourcing, and a seamless resale process, making it a preferred partner in the marine industry.

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OTH
utilizes data-driven insights and market analysis to monitor dealer performance and identify opportunities for growth. The company consistently
evaluates its distribution network to enhance regional coverage, strengthen dealer relationships, and optimize sales volume. Through
market intelligence and demand forecasting, OTH ensures that inventory is strategically allocated to the right markets, maximizing efficiency
and profitability.

Unlike
traditional manufacturers with rigid dealership contracts, OTH maintains flexible wholesale arrangements that allow dealers to purchase
inventory based on market demand. Dealers are not contractually required to purchase a set number of boats but instead work with OTH
to acquire and sell inventory based on real-time market conditions. This agile approach helps avoid excess inventory while ensuring a
steady flow of boats into the market.

We
remain committed to strengthening its dealer relationships through continuous expansion into new markets, exclusive access to high-value
inventory through its acquisition channels, enhanced technology integration for better dealer operations and lead management, and strategic
partnerships with financial institutions to provide seamless financing solutions. By maintaining a strong and dynamic dealer network,
OTH continues to be a leader in the wholesale and retail boat sales industry, offering unmatched access, efficiency, and profitability
for its dealer partners.

Floorplan
Financing

We
utilize floorplan financing to support our inventory acquisition strategy, enabling the company to purchase and hold a diverse range
of boats and yachts while maintaining liquidity. Floor plan financing is a short-term inventory loan provided by third-party lenders
that allows OTH to finance boat purchases without tying up significant working capital. This financing structure enables OTH to acquire
boats at scale, ensuring a steady inventory supply to meet market demand.

The
Company’s current floorplan financing has a capacity of up to $60 million, which will enable OTH to pursue larger inventory acquisitions
and strategic expansion. We believe this increased capacity is a key catalyst for unlocking the next phase of scalable growth and market
leadership. The floorplan includes a personal guarantee by our President, Jason Ruegg, but only in very remote circumstances.

Through
established partnerships with leading floorplan financing providers, OTH can efficiently manage its inventory and optimize sales cycles.
When boats are purchased using floor plan financing, the floor plan lender advances the purchase funds directly, allowing OTH to acquire
and hold boats until they are resold. Upon sale, the loan is repaid, and capital is freed up to acquire new inventory, ensuring a continuous
and profitable turnover of assets.

By
leveraging floor plan financing, we maximize operational efficiency, expands inventory capacity, and ensures a steady pipeline of high-quality
boats for resale. The company remains committed to strategic financing partnerships that support growth while maintaining financial flexibility
and risk management.

Strengthening
the Marine Industry Through Strategic Partnerships

OTH’s
supplier and partner relationships are integral to its ability to offer a seamless, full-service experience to customers. By working
with manufacturers, dealers, lenders, servicing providers, and asset recovery specialists, OTH ensures that its inventory remains strong,
diverse, and competitively priced. These partnerships not only fuel business growth but also position OTH as a leader in the marine industry,
capable of adapting to market trends and delivering value to buyers and sellers alike.

Our
Market Opportunity

The
marine industry presents a significant and expanding market opportunity for OTH. We operate in the pre-owned yacht and boat sales market,
with a growing presence in new boat sales, brokerage, financing, servicing, and asset recovery. OTH’s addressable market includes
a wide range of boat categories, including center consoles, sportfish yachts, motor yachts, high-performance boats, and luxury vessels.

The
U.S. recreational boating industry continues to experience strong growth, with annual sales of boats, marine products, and services totaling
approximately $56.7 billion in 2022, according to the National Marine Manufacturers Association (NMMA). In recent years, pre-owned boat
sales have consistently outpaced new boat sales, reflecting a shift in consumer preferences toward high-quality used boats at more competitive
price points. We believe that this trend positions OTH as a key player in the growing secondary market.

1.
National
Marine Manufacturers Association (NMMA) 2024 Pre-Owned Boat Market Sales Trends Report: This report indicates that in 2024, pre-owned
boat sales accounted for 78.3% of total boat sales, totaling 858,798 units.

2.
NMMA
2024 U.S. Statistical Abstract: Powerboat Sales Trends Report: According to this report, new powerboat unit sales declined by
4.9% in 2024, totaling 168,000 units.

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In
2024, the recreational boat industry experienced a notable softening, with new powerboat retail unit sales declining by 9.1% year-over-year
to approximately 231,576 units. This slowdown was driven by macroeconomic pressures, including high interest rates and cautious consumer
spending, which dampened demand for big-ticket discretionary items such as boats. Additionally, the median age of current boat owners
in the U.S. reached 60 years by the end of 2024, with more owners in their 70s than in their 40s, indicating an aging customer base.

Despite
the overall decline, certain segments, such as freshwater fishing boats, remained stable, with sales expected to remain flat compared
to 2023. Looking ahead, the industry anticipates a return to growth in 2025, driven by innovative new products, changes in U.S. economic
policies, and consistent consumer demand for on-water experiences.

These
figures demonstrate that pre-owned boat sales have consistently represented a significant majority of the market, reflecting a shift
in consumer preferences toward high-quality used boats at more competitive price points.

Additionally,
the NMMA reported that total U.S. recreational boating sales, including boats, marine products, and services, exceeded $50 billion in
recent years. We believe OTH is well-positioned to capitalize on these trends as demand for competitively priced, high-quality used boats
remains strong.

1.
U.S. Recreational Boating Industry Annual Sales

According
to the National Marine Manufacturers Association (NMMA), the recreational boating industry is a significant contributor to the U.S. economy.
In 2022, the NMMA reported that annual U.S. sales of boats, marine products, and services totaled $59.3 billion, marking a 4.4% increase
from 2021. This growth underscores the industry’s robust performance and its role in the broader outdoor recreation economy.

2.
Pre-Owned Boat Unit Sales Outpacing New Boat Sales

According
to the National Marine Manufacturers Association (NMMA), pre-owned boat sales in 2021 reached approximately 1.15 million units, marking
a 9.2% increase over 2020. The total market value of these pre-owned boats was $13.6 billion, reflecting a 4.6% increase from the previous
year. This growth underscores the continued consumer preference for high-quality used boats at more competitive price points.

In
contrast, new boat sales for the same period were 305,734 units, totaling $20.8 billion. This represents a 4.1% decrease in units sold
compared to 2020, yet the dollar value increased by 3.8%, indicating a rise in average unit prices.

Several
market trends are driving expansion in OTH’s addressable market, including:

●
Increased
demand for pre-owned boats: The rising cost of new boats and supply chain constraints have fueled higher demand for pre-owned inventory,
benefiting OTH’s wholesale and resale model.

●
Growth
in center console and offshore fishing boats: The center console segment has become one of the fastest-growing categories in the
boating industry, as more buyers seek versatile, multi-purpose boats suited for both fishing and recreation.

●
Rising
participation in recreational boating: The post-pandemic surge in outdoor activities has led to record-high participation in recreational
boating, with new buyers entering the market at unprecedented rates. This shift has expanded the customer base for both entry-level
and high-end vessels.

●
Technological
advancements driving resale demand: Innovations in marine technology, such as improved fuel efficiency, onboard automation, and digital
navigation systems, have shortened product cycles and increased the resale value of late-model boats, strengthening the pre-owned
sales market.

●
Shifting
demographics and lifestyle preferences: Younger generations are increasingly entering the boating market, driving demand for affordable,
high-quality used boats. Additionally, high-net-worth buyers are investing in larger, luxury yachts as part of a growing trend in
high-end leisure experiences.

●
Financial
accessibility and alternative lending solutions: The expansion of boat financing and alternative lending options, including hard
money loans through Azure Funding, has made boat ownership more accessible to a wider audience, further expanding OTH’s potential
customer base.

●
Expansion
of online sales and digital marketplaces: The shift toward digital transactions and online boat sales platforms has created new opportunities
for OTH to capture market share through WeBuyBoats.com, its brokerage network, and auction platform initiatives.

With
a vertically integrated business model that spans wholesale, retail, financing, servicing, and repossession, OTH believes that it is
uniquely positioned to capitalize on these trends and expand its footprint in the growing marine industry. As demand for pre-owned and
new boats continues to rise, OTH stands at the forefront of this market opportunity, leveraging its expertise, nationwide network, and
operational scale to drive sustained growth

Industry
Overview

In
the United States, there are approximately 11.96 million registered recreational vessels, with 11.1 million being mechanically propelled,
according to the U.S. Coast Guard’s 2023 data. The global recreational boating market was valued at USD 30.95 billion in 2024 and
is projected to grow at a CAGR of 3.40%, reaching USD 43.24 billion by 2034, according to Insurance Journal.

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Within
the boating market, segments such as outboard motorboats and electric boats are experiencing notable growth. Our products are designed
to cater to both these segments, and our planned electric powertrains will be utilized in boats across these categories.

The
marine industry continues to experience steady growth, driven by increased participation in recreational boating, evolving consumer preferences,
and expanding financing options. In North America, over 100 million people go boating annually, with nearly 12 million recreational vessels
registered in the United States alone, according to the U.S. Coast Guard. The global recreational boating market is projected to surpass
$65 billion by 2026, fueled by strong demand for both new and pre-owned boats, as well as growth in financing and service-related offerings.

The
Pre-Owned Boat Market & Wholesale Growth

While
new boat sales capture significant attention, the pre-owned boat market represents a major segment of the industry, with transactions
often outpacing new sales. The affordability and availability of late-model, well-maintained used boats make this segment highly attractive
to consumers. Additionally, wholesale transactions and dealer-to-dealer sales have increased, creating new opportunities for businesses
specializing in quick-turn inventory acquisition, trade-ins, and repossession resales.

Luxury
& Performance Yacht Demand

The
high-end yacht market continues to expand, driven by strong economic conditions, rising wealth, and increased interest in premium leisure
experiences. Buyers in this segment demand high-performance center consoles, sportfish yachts, and motor yachts, creating a thriving
resale market for well-maintained luxury vessels. Additionally, the rise of yacht chartering and shared ownership programs has influenced
the demand for specific yacht types, further shaping the resale landscape.

Financing
& Accessibility in the Boating Industry

With
more consumers turning to financing to fund boat purchases, we believe the availability of flexible loan options, floorplan financing
for dealerships, and alternative lending solutions has played a critical role in industry growth. Lenders and financial institutions
are increasingly active in marine financing, supporting buyers across all price points. Companies that offer in-house financing solutions,
like OTH through Azure Funding, are well-positioned to capture additional revenue streams while simplifying the buying process for consumers.

Key
Trends Driving Industry Growth

●
Increased
recreational boating participation – Boating has become an increasingly popular lifestyle activity, with first-time boat buyers
making up a growing percentage of overall sales.

●
Rising
disposable income & improved standard of living – The demand for both new and pre-owned boats has been fueled by economic
growth and increased discretionary spending.

●
Shift
toward larger, more powerful boats – Consumers are moving toward high-performance vessels, particularly in the center console,
offshore fishing, and luxury yacht segments.

●
Growing
secondary market & trade-in volume – More boat owners are trading in vessels for newer models, increasing the availability
of pre-owned inventory.

●
Technology
advancements – Innovations in fuel efficiency, onboard automation, and propulsion systems have increased consumer interest
in late-model used boats and alternative power options.

●
Expansion
of financing & lending solutions – Greater access to marine loans, hard money lending, and flexible financing options has
made boat ownership more accessible.

●
Increased
focus on digital sales platforms – The rise of online boat sales, auction platforms, and digital marketplaces has transformed
how boats are bought and sold, increasing transparency and transaction speed.

1.
Increased Recreational Boating Participation

Between
2020 and 2022, the U.S. experienced a significant influx of new boaters and first-time boat buyers, as Americans turned to the water
for leisure and well-being. NMMA

2.
Rising Disposable Income & Improved Standard of Living

Recreational
boating is not exclusive to high-income individuals; in fact, 61% of boat owners have an annual household income of $100,000 or less,
indicating that boating is accessible to a broad demographic. NMMA

3.
Shift Toward Larger, More Powerful Boats

Consumer
preferences have shifted toward larger, high-performance vessels, particularly in the center console and offshore fishing segments. Innovations
in these categories have led to boats with features traditionally found on much larger designs. NMMA

4.
Growing Secondary Market & Trade-In Volume

The
pre-owned boat market remains robust, with detailed data available in the NMMA’s U.S. Recreational Boating Statistical Abstract,
which covers trends in the retail and pre-owned markets.

9

5.
Technology Advancements

Over
the past two decades, the recreational boating industry has achieved a more than 90% reduction in emissions and a 40% increase in fuel
efficiency, reflecting significant technological advancements.

6.
Expansion of Financing & Lending Solutions Mnbv

The
availability of flexible loan options and alternative lending solutions has played a critical role in industry growth, making boat ownership
more accessible across various price points.

7.
Increased Focus on Digital Sales Platforms

The
rise of online boat sales and digital marketplaces has transformed how boats are bought and sold, increasing transparency and transaction
speed.

Our
Business Strategy

We
are executing a dynamic growth strategy focused on capital expansion, operational scaling, and an integrated business model that maximizes
profitability across multiple revenue streams.

The
Company’s current floorplan financing has a capacity of up to $60 million, which will enable OTH to pursue larger inventory acquisitions
and strategic expansion. We believe this increased capacity is a key catalyst for unlocking the next phase of scalable growth and market
leadership. The floorplan includes a personal guarantee by our President, Jason Ruegg, but only in very remote circumstances. .

1.
Purchase Discounted Boats to Wholesale

A
fundamental pillar of our strategy is leveraging shifts in supply and demand to acquire boats at discounted rates. Many new boat dealerships
are overstocked and lack floorplan capital, forcing them to turn away used boat trade-ins and manufacturer offers, creating an opportunity
for OTH to purchase inventory at below-market prices. Increasing purchasing power will allow OTH to turn inventory four to five times
annually while maintaining high profit margins.

2.
Capital Expansion & Floorplan Growth

By
expanding floorplan financing from $$25 million in 2025 to a current capacity of $60 million, OTH expects to have the liquidity to hold
inventory longer, eliminating premature liquidations and allowing for more strategic acquisitions. This increase in capital is intended
to remove prior constraints tied to personal risk tolerance and provide the flexibility needed to secure high-value boats at optimal
pricing.

3.
Scaling OTHYS & WeBuyBoats.com

We
believe that OTH and WeBuyBoats.com are positioned to become the “Carvana “ of the used boat industry, offering a seamless,
hassle-free experience for customers looking to sell their boats. Webuyboats is a website owned by OTH. Proprietary software will streamline
transactions by matching buyers with sellers, while an integrated auction platform will provide additional liquidity for customers and
aged inventory. These innovations will increase efficiency, improve customer experience, and drive higher transaction volumes.

4.
Strengthen Market Position with Dealership Acquisitions

Strategic
acquisitions of underperforming dealerships will further expand OTH’s market presence. By acquiring struggling dealerships at discounted
valuations, OTH can integrate them into its synergistic business model and position them for long-term success. This will enable us to
scale operations while improving dealership profitability.

5.
Invest in Marina Acquisitions to Enhance Operations

Acquiring
marinas in key locations will strengthen OTH’s infrastructure by consolidating operations, reducing storage and docking costs,
and creating exclusive service hubs for customers. These marinas will serve as strategic assets, offering additional revenue streams
through leasing, storage, and premium service options, further reinforcing OTH’s market dominance.

6.
Integrated Ecosystem & Revenue Diversification

The
expansion of OTH’s ecosystem will generate multiple revenue streams from each boat transaction, including financing, warranties,
and hard money lending. Marine Asset Recovery (MAR) will handle repossessions for defaulted loans, seamlessly reintegrating repossessed
inventory into OTH’s sales channels. This closed-loop system is designed to ensure profitability at every stage of the transaction
cycle, creating an advantage that traditional banks and independent dealerships cannot replicate.

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7.
Advance Technology with Enhanced CRM & Data Analytics

Investments
in OTH’s proprietary CRM system will optimize sales processes, enhance decision-making, and improve overall operational efficiency.
By leveraging data-driven insights, the Company can refine inventory management, improve customer targeting, and maximize return on investment.
Automation and predictive analytics will further streamline workflow, creating a more agile and scalable business model.

8.
Expand Financing Capabilities with Hard Money Lending

As
traditional banks tighten lending criteria, demand for alternative financing solutions continues to grow. Azure Funding’s hard
money lending program will expand to capitalize on this trend, providing flexible financing options to both retail customers and industry
partners. This initiative will strengthen OTH’s ability to serve a broader range of clients while generating additional high-margin
revenue.

9.
Scale Repossession and Asset Recovery Infrastructure

Expanding
Marine Asset Recovery will enable OTH to handle a significantly higher volume of repossessions, with the capacity to process hundreds
of recovered vessels per month. These repossessed boats will be stored, serviced, and ultimately resold through OTH’s established
channels, maximizing asset recovery values while reinforcing the company’s competitive position.

10.
Expand Nationwide Broker Network and Physical Locations

Scaling
operations to 100 brokers and wholesalers by the end of 2026 will drive inventory turnover and significantly increase brokerage sales.
In addition, expanding the physical footprint with new locations in high-demand regions will enhance accessibility for customers and
further solidify OTH’s presence in key markets. This will fuel wholesale, and our finance arm Azure Funding provides boat loans
to customers which in turn fuels wholesale. The Company currently has no arrangements to acquire any other entities, expect those publicly
disclosed in 8-K filings.

11.
Strengthen Brand and Marketing Presence

Increasing
marketing efforts will play a crucial role in expanding OTH’s customer base. A combination of enhanced digital marketing, lead
generation, and traditional advertising will drive brand awareness and lead conversion. Strengthening the Company’s online presence
and platform capabilities will further attract high-value buyers and sellers, reinforcing OTH’s position as a premier yacht and
boat dealership.

12.
Increase New Boat Sales Through Strategic Acquisitions

Acquiring
a new boat dealership generating $65–75MM annually will establish OTH as a major player in the new boat sales market. This acquisition
will expand relationships with manufacturers, allowing OTH to diversify its inventory while tapping into an additional high-margin revenue
stream. We currently do not have any definitive agreements in place.

13.
Launch New High-Margin Services

The
introduction of warranty sales and auction services will create new revenue opportunities while enhancing customer retention. These offerings
will provide additional financial security for buyers while enabling OTH to monetize inventory through multiple sales channels. By adding
these services, OTH will further differentiate itself from competitors and strengthen its comprehensive service model.

OTH
launched a premium yacht brokerage division in the third quarter of 2025 which is focused exclusively on the high-end segment of the
market. This new division features luxury yacht inventory, and has experienced brokers specializing in premium transactions, and select
partnerships with prestigious boat brands. By establishing a dedicated platform for high-value clients, OTH intends to expand its market
reach, capture higher-margin sales, and further elevate its brand positioning within the marine industry.

In
parallel, we plan to integrate a full suite of support services into the platform, including shipping and logistics coordination, in-house
financing through Azure Funding, and optional documentation and escrow services for buyers utilizing Azure. Additionally, the platform
will offer advertising opportunities for marine-related service providers—such as insurance agents, surveyors, and transport specialists—creating
a comprehensive ecosystem for boat buyers and sellers. We believe this end-to-end infrastructure will provide unmatched convenience and
transparency, while positioning OTH as the leading digital marketplace in the marine industry.

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14.
Marina Division

Our
marina division intends to make strategic marina purchases across the country, which will give our entities “free” locations
to work from. We believe we can build out this model across the USA by contracting boat yards based on their current income, and then
getting them permitted for 3-4 boat high dry stack facilities. This turns into passive income for the business, and would give our brokers
locations to work out of and facilities for repairs, maintenance and showcase of inventory.

This
is very different from our competitors’ model where they have very expensive brick and mortar locations that depend almost solely
on boat sales to pay the mortgage. Our marinas will have 12-20% cap rates without our boat sales which we believe will make them very
good investments for the Company, which will also help fuel boat sales due to there being a captive audience of customers at each location.

Patents
and Licenses

We
do not currently have any patents that have been issued and have one patent application pending related to our CRM inventory control
system. We do not rely on any licenses from third parties at this time. There can be no assurance that the pending patent will be issued
and even if issued that it will protect our intellectual property rights.

Our
success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we intend
to rely on a combination of trade secrets, including know-how, employee and third-party non-disclosure agreements, copyright laws, trademarks
and other contractual rights to establish and protect our proprietary rights in our technology.

Competition

The
yacht and boat sales industry is highly competitive, with numerous players operating across different segments, including wholesale,
retail, brokerage, and financing. OTH competes with independent dealerships, large national marine retailers, manufacturers with direct
sales models, and online marketplaces. The competitive landscape is shaped by factors such as brand reputation, pricing, product availability,
financing options, and customer service.

OTH
competes with both large-scale dealerships and smaller independent brokers. Many large competitors have significant financial and marketing
resources, allowing them to operate extensive dealership networks and maintain sizable inventories. Meanwhile, smaller boutique dealers
and independent brokers offer highly personalized services and localized market knowledge, competing for the same pool of buyers and
sellers. Direct-to-consumer sales from boat manufacturers are also increasing, as some brands bypass traditional dealerships and sell
new boats directly to customers.

Beyond
industry-specific competition, OTH also competes for discretionary consumer spending. Boats and yachts are luxury items, meaning they
compete with other high-end purchases such as vacation homes, automobiles, and other recreational activities. During periods of economic
uncertainty, consumers may postpone or forgo large discretionary purchases, which can impact overall demand in the boating industry.

Despite
these competitive pressures, OTH holds a strong advantage through its vertically integrated business model, which includes wholesale,
retail, financing, servicing, and repossession services. Unlike traditional dealerships that rely solely on boat sales, OTH maximizes
revenue opportunities through multiple streams, including Azure Funding (financing), OTH Yacht Services (servicing), and Marine Asset
Recovery (repossession and resale). Additionally, OTH’s nationwide broker network and WeBuyBoats.com platform enable the company
to source inventory efficiently, move boats quickly, and serve a broader market than traditional dealerships.

As
OTH continues to expand, competition will remain a factor in its growth strategy. However, with a strong brand reputation, operational
efficiency, and an innovative approach to boat sales and financing, OTH is well-positioned to maintain a leading role in the marine industry.

12

Environmental,
Safety and Regulatory Matters

OTH
operates within the marine industry, which is subject to various environmental, safety, and regulatory requirements at both the federal
and state levels. As a company engaged in the buying, selling, financing, and servicing of boats and yachts, OTH prioritizes compliance
with environmental laws and best practices while supporting initiatives that contribute to the sustainability of the boating industry.

1.
Environmental Impact & Compliance

The
marine industry is increasingly focused on reducing environmental impact, particularly in areas such as emissions, fuel efficiency, and
responsible waste disposal. OTH ensures that all vessels it sells comply with applicable U.S. Coast Guard (USCG) safety standards, Environmental
Protection Agency (EPA) regulations, and state marine conservation laws. Additionally, as emissions regulations evolve, OTH continues
to work with manufacturers that produce fuel-efficient and lower-emission engines to align with sustainability trends in boating.

2.
Marine Conservation & Sustainability Initiatives

As
part of its commitment to marine conservation, OTH supports industry-wide efforts to promote clean waterways, responsible boating, and
eco-friendly vessel maintenance. The company recognizes the importance of sustainable practices in boat servicing and disposal, ensuring
that its OTH Yacht Services division follows proper procedures for fluid disposal, hull cleaning, and material recycling to minimize
environmental impact.

3.
Compliance with Emission & Safety Standards

Vessels
sold by OTH must comply with federal and state regulations governing emissions, safety, and construction standards. The EPA has implemented
regulations requiring marine propulsion engines to meet specific emissions standards, and OTH ensures that all boats in its inventory
are equipped with compliant engines provided by third-party manufacturers. In addition, the company adheres to standards set by the National
Marine Manufacturers Association (NMMA), ensuring that boats meet industry safety and quality certifications.

4.
Responsible Asset Recovery & Recycling

Through
its Marine Asset Recovery (MAR) division, OTH is actively involved in repossession, refurbishment, and resale of vessels, helping extend
the lifecycle of boats that may otherwise go unused or be improperly discarded. This approach supports responsible asset management while
reducing unnecessary waste in the industry.

5.
Regulatory Oversight & Industry Compliance

The
company operates in a highly regulated market, with oversight from agencies such as the U.S. Coast Guard (USCG), Environmental Protection
Agency (EPA), and state boating regulatory bodies. OTH ensures full compliance with these regulations and proactively adapts to any changes
in environmental or safety laws.

6.
Commitment to a Sustainable Future

OTH
recognizes the growing importance of environmental responsibility in the marine industry and remains committed to adopting sustainable
practices where possible. As the industry moves toward more fuel-efficient engines, eco-friendly maintenance practices, and responsible
asset management, OTH will continue to align with these efforts while maintaining compliance with all relevant environmental and regulatory
standards.

Company
Employees

We
believe we maintain excellent relations with our employees. As of December 31, 2025, we employed 40 people as full-time employees.
None of our employees are represented by a labor union and since our founding in 2012, we have never experienced a labor-related work
stoppage.

Facilities

Our
corporate headquarters are located at 1701 Jel Wade Dr, Wilmington NC, 28401. The lease for our headquarters was entered into on September
4, 2024, consists of approximately 7,000 sq ft, and the term of the lease is through March 31, 2030, with an average annual rent of approximately
$216,000.

13

OTH
has entered into a lease agreement with Las Olas SMI, LLC, dated May 1, 2025, for approximately 1,125 square feet of office space in
Fort Lauderdale, Florida, with a lease term of 60 months. The annual rent is $84,225 for the first year, with an annual increase
equal to the greater of 3% or the increase in the Consumer Price Index for each subsequent lease year.

OTH has entered into a sublease agreement with Index Management Services, LLC, dated March 13, 2025, for approximately
1,000 square feet of office space in Jupiter, Florida. The lease will continue on a month to month basis until terminated, with the monthly
rent of $5,000.

OTH has entered into a lease agreement with Port 32 Tampa, LLC, dated March 18, 2025, for approximately 1,500
square feet of office space in Tampa, FL. The term of the lease is two years, beginning April 1, 2025, with an annual rent of $37,500
for the first year and $39,000 for the second year.

OTH has entered into a commercial lease agreement with Jel Wade Industrial, LLC, dated August 21, 2024, for
approximately 11 acres office and yard space in Wilmington, NC. The lease commenced on September 4, 2024 and will end on August 31, 2029,
with an annual rent of $216,000 .

OTH
has entered into a commercial lease agreement with Christopher Floyd, dated June 23, 2025, for approximately 6,000 square feet of
office and warehouse space and access to an outdoor yard space in Wilmington, NC. The lease commenced on July 1, 2025 and will end
on June 30, 2030, with an annual rent of 156,000.

OTH has entered into a commercial lease agreement with Jemal’s Yacht Haven LLC, dated September 12, 2025,
for approximately 1.46 acres of office space and outdoor storage in Kent Island, Maryland. The lease commenced on December 1, 2025 and
will end on December 31, 2030, with annual rent of $120,000 with escalation clauses for subsequent years.

The
Company also maintains office space in Miami for $7,982.27 a month. In addition, the Company rent slips at the Greenwich Cove Marina,
RI for an average of around $1,000 per month during the summer months.

The
Company also utilizes virtual offices in Pensacola, FL and Lake Winnipesaukee, NH, which do not involve any physical premises, lease
agreements, or rent obligations.

Legal
Proceedings

From
time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any material litigation
or legal proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion
of management resources and other factors.

Carl
Austin Rosen v. Off The Hook yacht Sales NC LLC

Carl
Austin Rosen v. Off the Hook Yacht Sales NC, LLC et al (Case No. 2024-004493-CA-01), pending in Miami-Dade’s Complex Business Litigation
Division, Plaintiff Carl Rosen alleges he was fraudulently induced into purchasing a $2.6 million Yellowfin 54 yacht that had sustained
damage during a manufacturer-authorized seatrial prior to delivery. The defendants—Yellowfin Yachts, Off The Hook Yacht Sales,
broker Corey Simon, and Warbird Marine Holdings—deny all wrongdoing, maintaining that the grounding was a routine, low-speed “soft
grounding” during testing, that any cosmetic damage was promptly repaired, and that the vessel was delivered in seaworthy condition
following multiple post-repair inspections and sea trials. The parties plan to actively defend themselves against this claim.

Republic
Bank & Trust Company v. Azure Funding LLC

Republic
Bank & Trust Company filed a lawsuit against Azure Funding, LLC in the U.S. District Court for the Western District of Kentucky,
seeking approximately $1.9 million in damages related to three marine loans that went into default. Azure denies all allegations of wrongdoing
and specifically asserts that it had no knowledge of any fraud or misrepresentation, acted in good faith, and relied on information provided
by the borrowers and third parties. Azure plans to actively defend itself against this lawsuit.

Reistad
Employment Matter

In
March 2026, three former employees filed a civil action against the Company in the Southern District of Florida. The complaint asserts
a breach of employment agreements and the Stock Purchase Agreement. The plaintiffs seek lost compensation, severance benefits, and the
issuance of 100,000 shares of the Company’s common stock. The Company recognized an obligation to issue 100,000 shares of common stock
pursuant to the April 2025 Stock Purchase Agreement, and that obligation is reflected in the Company’s financial statements.

Regarding
the remaining claims, the Company believes it terminated the plaintiffs for cause in accordance with the applicable employment agreements
and therefore, no severance or additional compensation is owed. The Company intends to vigorously defend against these claims. The outcome
of litigation is inherently uncertain, and a reasonably possible loss, if any, cannot be estimated and therefore no accrual has been
recorded for these claims.

14

Executive
Officers

The
following table sets forth certain information with respect to our executive officers

Name

Position

Age

Brian
S. John

Chief
Executive Officer and Director

56

Jason
Ruegg

Founder,
President and Chairman of the Board

36

Chad
Corbin

Chief
Financial Officer

47

Executive
Officers

Jason
Ruegg, Founder, President and Chairman of the Board - Jason Ruegg combines over 12 years of experience in senior management
within the marine industry following an entrepreneurial career that began during college. Previously, he had been involved in multiple
ventures within the recreational boating sector, holding positions including Founder, President, and Chairman. Since 2012, Mr. Ruegg
has served as Founder and President of Off the Hook Yachts, a national leader in the wholesale and retail pre-owned yacht market. Under
his leadership, the company has completed nearly 10,000 transactions and acquired close to $1 billion in used boats and yachts. Jason
has also developed proprietary software to oversee valuations of 10,000+ boats annually. Off the Hook Yachts has been repeatedly recognized,
including being named to the Inc. 500 list of America’s Fastest-Growing Companies, consistently ranked among Boating Industry’s
Top 100 Dealers, and has completed over 5,000 transactions. In addition to leading core operations, Mr. Ruegg founded Azure Funding,
a marine finance company, which has grown to over $100 million in annual loans, and has acquired multiple marinas, shipyards, and dry-stack
facilities. Mr. Ruegg is also currently a director of Off the Hook YS Inc., a vertically integrated marine retail and finance platform.

Brian
S. John, Chief Executive Officer - Brian S. John combines over 25 years of experience in financial consulting, capital markets, and
senior executive leadership, following a career as an investor and advisor to global emerging growth companies. Previously, he had been
involved in numerous companies in the financial consulting and consumer products industries, holding positions including Chief Executive
Officer, Chairman, and board member. From 2018 through 2023, Mr. John was the Chief Executive Officer of Jupiter Wellness, Inc., a consumer
health and wellness company that he took public on NASDAQ in November 2020. In 2021, as CEO of Jupiter Wellness, he acquired SRM Entertainment,
which began trading on NASDAQ in August 2023. From 2021 to 2023, he also served as CEO of Jupiter Wellness Acquisition Corp (NASDAQ:
JWAC), now known as CJET. Mr. John is the founder of Caro Partners, LLC, a financial consulting firm specializing in advising emerging
growth companies and has worked with hundreds of companies across dozens of countries. He is also currently the Chairman of the Board
for Caring Brands, Inc., a consumer brand development company. Mr. John served on the board of directors of The Learning Center at the
Els Center of Excellence, a school for children with autism in Jupiter, Florida, from 2015 through 2023.

Chad
Corbin, Chief Financial Officer – Chad Corbin combines over 22 years of experience in financial and operational senior management
following a career that began at Ferguson Enterprises. Previously, he had been involved in multiple companies within the financial and
manufacturing industries, holding positions including Chief Financial Officer, Controller, General Manager, and Operations Manager. From
2000 through 2008, Mr. Corbin was the Credit Manager and later the Operations Manager for Ferguson Enterprises’ Jacksonville, FL
branch. From 2008 to 2017, he served as Controller and subsequently as Chief Financial Officer and General Manager of Filmwerks International,
a company specializing in event production and technical solutions. During his nine-year tenure, he was responsible for overseeing financial
operations, maintaining the company’s banking relationships, overseeing two large competitor acquisitions. Following Filmwerks,
from 2017 to 2024, Mr. Corbin worked as a Financial/ Operational consultant for several small companies. Two of his larger contracts
were with Audioengine and Manufacturing Methods. Audioengine, a leading innovator in high-end audio equipment, he managed accounting,
fulfilment, production, and sales support functions. Manufacturing Methods, he served has their CFO, where he was responsible for financial
and human resources decisions across three companies, maintaining compliance with GAAP standards.