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Off The Hook Yachts (OTH) signs deal to acquire Bellhart Marine service platform

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(High)
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8-K

Rhea-AI Filing Summary

Off The Hook YS Inc. announced it has entered into a definitive agreement to acquire Bellhart Marine Group, LLC and its affiliated entities, subject to customary closing conditions and approvals. Bellhart is a well-regarded marine service provider in the Carolinas.

The deal is positioned as a transformational step toward building a “Mega Service & Refit Center” platform in the Carolinas, integrating three key facilities: Cape Fear River Shipyard for heavy service and yacht refits, a Market Street outboard service and repower center, and the expanded Sloop Point Marina dry stack service and sales hub.

By bringing Bellhart’s nearly two decades of service expertise and diesel capabilities in-house, Off The Hook aims to accelerate inventory reconditioning, improve gross margins through lower service costs, increase service capacity, and enhance the consistency of customer experience, complementing its AI-driven marine marketplace and existing East Coast “Mega Hub” footprint.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Industry size $57 billion U.S. marine industry Market size referenced for Off The Hook’s operating environment
Vessel haul capacity approximately 70 tons Cape Fear River Shipyard haul capacity for larger vessels
Dry stack racks approximately 450 dry stack racks Sloop Point Marina approved expansion for service and sales hub
Airport access time approximately 5–10 minutes Travel time from Wilmington International Airport to service platform
Company founding year 2012 Year Off The Hook YS Inc. was founded
definitive agreement financial
"today announced that it has entered into a definitive agreement to acquire Bellhart Marine Group, LLC"
A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.
Mega Service & Refit Center financial
"build what it believes will become the premier marine “Mega Service & Refit Center” platform in the Carolinas"
vertically integrated financial
"Off The Hook YS Inc. … a vertically integrated, AI-powered marine marketplace"
Vertically integrated describes a company that owns and controls multiple steps in making and selling its products or services — for example sourcing raw materials, manufacturing, and distribution. Like a bakery that grows its own wheat, mills the flour, bakes the bread and runs the shops, this setup can lower costs, improve quality and speed to market and protect profit margins, but it also requires more capital and can reduce flexibility.
forward-looking statements regulatory
"This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
customary closing conditions financial
"The transaction is subject to customary closing conditions, including due diligence and third-party approvals"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
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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

of 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

 

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 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

 

 

 

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.

 

By 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

 

As 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)

 

A 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)

 

A 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.

 

By 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.

 

 

 

FAQ

What did Off The Hook YS Inc. (OTH) announce in this 8-K filing?

Off The Hook YS Inc. announced a definitive agreement to acquire Bellhart Marine Group, LLC and its affiliates. The transaction is framed as a strategic expansion of service capabilities and remains subject to customary closing conditions and third-party approvals before it can be completed.

Who is Bellhart Marine and why is it important to Off The Hook YS Inc. (OTH)?

Bellhart Marine is a leading marine service provider in the Carolinas with nearly two decades of service expertise. Off The Hook views Bellhart’s operations and diesel capabilities as key to strengthening its vertically integrated model and improving quality, reliability, and customer satisfaction in marine services.

How will the Bellhart Marine acquisition change Off The Hook YS Inc.’s (OTH) service network?

The acquisition will create a three-location “Mega Service” network: Cape Fear River Shipyard for heavy refits, a Market Street outboard service and repower center, and an expanded Sloop Point Marina dry stack service and sales hub, integrated into Off The Hook’s broader marine platform.

What operational benefits does Off The Hook YS Inc. (OTH) expect from acquiring Bellhart Marine?

Off The Hook expects faster inventory reconditioning, improved gross margins through lower in-house service costs, greater control over quality and execution, increased service throughput, and improved turnaround times, all aimed at boosting inventory velocity and capital efficiency across its marketplace.

How does this acquisition fit Off The Hook YS Inc.’s (OTH) broader East Coast strategy?

The Carolinas platform is described as part of a tri-regional “Mega Hub” network across South Florida, the Mid-Atlantic, and the central East Coast. Together, these hubs are intended to accelerate inventory flow and support scaling Off The Hook’s infrastructure-backed, AI-powered marine marketplace.

What geographic advantages does Off The Hook YS Inc. (OTH) highlight for its Wilmington service platform?

Off The Hook highlights lower refit and service costs than South Florida, positioning between Florida and Northeast boating markets, and immediate access to Wilmington International Airport, about 5–10 minutes away, to make vessel transport and buyer travel more convenient and economical.

Filing Exhibits & Attachments

5 documents
Off the Hook YS Inc.

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