As filed with the U.S. Securities and Exchange Commission
on September 29, 2026.
Registration No. 333-297580
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HNO International, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
1000 |
20-2781289 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer
Identification Number) |
____________________________
41558 Eastman Drive, Suite B
Murrieta, California 92562
(951) 305-8872
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
____________________________
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880,
Reno, Nevada, 89501
(775) 322-0626
(Names, address, including zip code, and telephone
number, including area code, of agent for service)
____________________________
With copies to:
Brian Higley, Esq.
Business Legal Advisors, LLC
14888 Auburn Sky Drive
Draper, Utah 84020
(801) 634-1984
Approximate date of commencement of proposed sale
to the public: Not applicable. The offering under the Registration Statement has been terminated.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box: ☒
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-accelerated Filer ☒ |
|
Smaller reporting company ☒ |
| |
|
Emerging growth company ☐ |
If 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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) relates to the Registration Statement on Form S-1 (File No. 333-297580)
of HNO International, Inc. (the “Company”), originally filed with the Securities and Exchange Commission on July 20,
2026, as subsequently amended (the “Registration Statement”).
The Company has terminated all offerings of securities
pursuant to the Registration Statement.
In accordance with the undertaking contained in the
Registration Statement to remove from registration, by means of a post-effective amendment, any securities being registered that remain
unsold at the termination of the offering, the Company hereby removes from registration, upon effectiveness of this Post-Effective Amendment,
all securities registered pursuant to the Registration Statement that remain unsold or otherwise unissued as of the date hereof.
Accordingly, upon effectiveness of this Post-Effective
Amendment, all securities remaining unsold or otherwise unissued under the Registration Statement will be deregistered.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Murrieta, State of California, on September 29, 2026.
| HNO INTERNATIONAL, INC. |
| |
|
By: /s/ Donald Owens
Name: Donald Owens
Title: Chief Executive Officer, President, and Chairman
of the Board (Principal Executive Officer) |
Pursuant to Rule 478 under the Securities Act of 1933,
as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
