Form 8-K

8-K — OFF THE HOOK YS INC.

Accession: 0001493152-26-014818

Filed: 2026-04-02

Period: 2026-04-02

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 2, 2026

Off

The Hook YS Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1701

Jel Wade Dr

Wilmington,

NC 28401

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (910) 772-9277

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

OTH

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01. Regulation FD Disclosure.

On April 2, 2026, Off The Hook YS Inc. (the “Company”)

issued a press release: “Off The Hook Yachts Signs Definitive Agreement to Acquire Bellhart Marine, Creating the Carolinas’

Premier Mega Service & Refit Platform”. A copy of the press release is attached hereto as Exhibit 99.1.

The information under Item 7.01 of this Current

Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference into any of the

Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in

any such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Exhibits

99.1

Press Release of Off the Hook YS Inc. entitled “Off The Hook Yachts Signs Definitive Agreement to Acquire Bellhart Marine, Creating the Carolinas’ Premier Mega Service & Refit Platform” dated April 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

April 2, 2026

Off

The Hook YS Inc.

By:

/s/

Brian John

Name:

Brian

John

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Off

The Hook Yachts Signs Definitive Agreement to Acquire Bellhart Marine, Creating the Carolinas’ Premier Mega Service & Refit

Platform

Wilmington,

NC – April 2, 2026 – Off The Hook YS Inc. (NYSE American: OTH) (“Off The Hook Yachts” or “Off

The Hook” or “the Company”), a vertically integrated, AI-powered marine marketplace and one of the largest buyers and

sellers of used boats in the United States, today announced that it has entered into a definitive agreement to acquire Bellhart Marine

Group, LLC, along with its affiliated entities Bellhart Marine Services, LLC, Specialized Mechanical Services, LLC, and Specialized Mechanical

Services, Inc. (collectively, “Bellhart”).

Transformational

Step Toward a Mega Service & Refit Platform

This

acquisition represents a major strategic expansion of Off The Hook’s service capabilities, positioning the Company to build what

it believes will become the premier marine “Mega Service & Refit Center” platform in the Carolinas.

The

combined platform is designed to function as a high-efficiency reconditioning and service engine, enabling the Company to rapidly intake,

service, refit, and remarket vessels at scale.

bringing best-in-class service operations in-house, Off The Hook expects to:

● Significantly

accelerate inventory reconditioning timelines

● Improve

gross margins through lower service costs

● Increase

control over quality and execution

● Enhance

speed-to-market for resale inventory

“This

is an infrastructure-driven acquisition,” said Jason Ruegg, Founder of Off The Hook Yachts. “We are building what we believe

will be one of the most efficient marine service and refit platforms on the East Coast—allowing us to recondition boats faster,

more cost-effectively, and at a higher level of consistency than the traditional model.”

Establishing

a Three-Location Mega Service Network

part of the transaction, Off The Hook will operate an integrated, multi-location service platform across three strategic facilities:

Cape

Fear River Shipyard (Heavy Service & Yacht Refit Hub)

full-service shipyard capable of hauling vessels up to approximately 70 tons, supporting major refits, structural work, and large-yacht

service projects.

Market

Street Facility (Outboard Service & Repower Center)

high-volume service and diagnostics center focused on outboard engines, repowers, and ongoing maintenance, while also serving as a primary

sales and customer interface location.

Sloop

Point Marina (Dry Stack Service & Sales Hub)

Following

recent approval to expand to approximately 450 dry stack racks, this location will serve as a high-density service and sales hub. Bellhart

will lead service operations and new boat sales, supporting a large and growing captive customer base.

Strategic

Geographic and Cost Advantage

Off

The Hook believes its Wilmington-based service platform provides a unique competitive advantage:

● Lower

refit and service costs compared to South Florida, making it economically advantageous to

transport certain vessels to North Carolina for refurbishment

● Strategic

positioning between Florida and the Northeast boating markets, allowing efficient movement

of inventory

● Immediate

access (approximately 5–10 minutes) to Wilmington International Airport, enabling convenient

travel for buyers to inspect vessels

This

combination of cost efficiency, location, and accessibility is expected to expand the Company’s buyer reach while improving profitability

on reconditioned inventory.

Enhancing

Vertical Integration Through Service Excellence

The

acquisition strengthens Off The Hook’s vertically integrated model by adding nearly two decades of service expertise from Bellhart,

along with deep diesel capabilities from Specialized Diesel.

Bellhart

is widely recognized as a leading marine service provider in the Carolinas, with a strong reputation for quality, reliability, and customer

satisfaction.

integrating these operations, the Company expects to:

● Reduce

reliance on third-party service providers

● Increase

service throughput and capacity

● Improve

turnaround time on inventory

● Deliver

a more consistent and higher-quality customer experience

“Service

is one of the most important—and historically fragmented—components of the marine industry,” added Ruegg. “By

bringing this capability in-house with proven operators like Bellhart and Specialized Diesel, we are creating a platform that is faster,

more efficient, and more scalable.”

Scaling

Platform Synergies and Inventory Throughput

The

addition of Bellhart’s operations is expected to further enhance Off The Hook’s ability to efficiently source, recondition,

and remarket inventory, supporting faster transaction cycles and improved capital efficiency.

When

combined with the Company’s proprietary AI-driven marketplace and acquisition engine, the expanded service infrastructure is expected

to:

● Increase

inventory velocity

● Improve

margin capture

● Support

more consistent execution across markets

“This

acquisition aligns directly with our long-term strategy of building a scalable, infrastructure-backed platform,” said Brian John,

Chief Executive Officer of Off The Hook Yachts. “By significantly expanding our service capabilities, we are positioning the Company

to drive increased transaction volume, improve operating efficiency, and enhance long-term profitability.”

This transaction marks another pivotal

milestone in Off The Hook’s execution of its long-term infrastructure strategy. With the addition of Bellhart, the Company is further

advancing its vision of building a fully integrated network of “Mega Hub” facilities across the East Coast. Complementing

its previously announced South Florida Mega Hub (Apex Marine Group) and Mid-Atlantic hub on the Chesapeake Bay, this Carolinas platform

strengthens a tri-regional footprint spanning South Florida, the Mid-Atlantic, and the central East Coast, positioning Off The Hook to

accelerate inventory flow and scale its platform with greater efficiency and control.

Transaction

Details

The

transaction is subject to customary closing conditions, including due diligence and third-party approvals, and is expected to close within

a standard transaction timeline.

About

Off The Hook YS Inc.

Founded

in 2012, Off The Hook YS Inc. is a vertically integrated, AI-powered marine marketplace transforming how boats are bought, sold, and

financed across the United States. Leveraging proprietary technology, deep transaction data, and a national acquisition network, the

Company increases speed, transparency, and inventory velocity across boat brokerage, wholesale trading, auctions, financing, and marine

services, with an integrated ecosystem that includes Autograph Yacht Group, Azure Funding, and proprietary lead-generation

platforms. Headquartered in Wilmington, North Carolina, Off The Hook is rapidly expanding its national footprint and market share within

the $57 billion U.S. marine industry.

Contact

Off

The Hook YS Inc.

Chad

Corbin, Chief Financial Officer

chadcorbin@offthehookys.com

Investor

Relations

ir@offthehookys.com

Forward-Looking

Statements

This

press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,

other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements

contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”

“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”

“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”

“will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking

statements contain these words. Forward-looking statements are based on Off The Hook YS Inc.’s current expectations and are subject

to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based

on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully

in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and

Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Off The Hook YS Inc. undertakes

no duty to update such information except as required under applicable law.

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