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As filed with the U.S. Securities and Exchange Commission on February 13, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

Tradewinds Universal
(Exact name of registrant as specified in its charter)

_____________________

Wyoming

(State or other jurisdiction of Incorporation)

333-276233

(Commission File Number)

87-4254479

(IRS Employer Identification No.)

501 Mercury Lane
Brea, CA. 92821
855-434-4488
TradewindsUniversal.com

(Address and telephone number of registrant's principal executive offices and principal place of business)

_________________________________________________________________________________

Please send copies of all communications to:

Mont E Tanner, Esq.

2950 E Flamingo Road STE G

Las Vegas, Nevada 89121

(702) 369-9614

mtannerlaw@aol.com

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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 of 1933, 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, smaller reporting company, or an emerging growth 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.

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 the 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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


PRELIMINARY PROSPECTUS						SUBJECT TO COMPLETION DATED FEBRUARY 13, 2026

20,000,000 Shares

Tradewinds Universal

This prospectus relates to the resale, from time to time, by RH2 Equity Partners (“RH2” or the “Selling Stockholder”) of up to 20,000,000 shares of our common stock, par value $0.001 per share (“Common Stock”).

The shares of Common Stock to which this prospectus relates consist of shares that have been or may be issued to the Selling Stockholder pursuant to a common stock purchase agreement between us and the Selling Stockholder dated January 29, 2026 (the “Purchase Agreement”).

We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of the shares by the Selling Stockholder. However, we may receive proceeds of up to an additional $10,000,000 from the sale of the shares of Common Stock to the Selling Stockholder under the Purchase Agreement, from time to time in our discretion after the date the registration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the Purchase Agreement.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the shares of Common Stock being registered pursuant to this prospectus.

We will pay the expenses of registering the shares of Common Stock offered by this prospectus, but all selling and other expenses incurred by the Selling Stockholder will be paid by the Selling Stockholder. The Selling Stockholder may sell our shares of Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholder may sell shares will be determined by the prevailing market price for our Common Stock or in negotiated transactions.

Our Common Stock is listed on OTCMarkets under the symbol “TRWD.” The last reported closing price for our Common Stock on the OTCMarkets on January 29, 2026 was $.10 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus to read about factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS

		Page
About This Prospectus		1
Prospectus Summary		2
The Offering		3
Risk Factors		3
Special Note Regarding Forward-Looking Statements		9
Committed Equity Financing		9
Use of Proceeds		13
Market for Common Stock and Dividend Policy		13
Capitalization		14
Business		14
Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Security Ownership of Certain Beneficial Owners and Management		25
Description of Securities		25
Selling Stockholder		26
Plan of Distribution		27
Directors, Executive Officers and Corporate Governance		29
Executive and Director Compensation		29
Certain Relationships and Related Transactions		30
Legal Matters		30
Experts		30
Where You Can Find More Information		30
Financial Statements		F-1

ABOUT THIS PROSPECTUS

The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we, nor the selling stockholder named herein (the “Selling Stockholder”), nor any financial advisor engaged by us or the Selling Stockholder in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus.

You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

The Selling Stockholder is not offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus applicable to that jurisdiction.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement having a later date, the statement in the prospectus supplement having the later date modifies or supersedes the earlier statement.

If required, each time the Selling Stockholder offers shares of Common Stock, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize the Selling Stockholder to use one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the section entitled “Incorporation of Certain Information by Reference” before buying any of the securities offered.

Unless the context otherwise requires, the terms “Tradewinds,” “the Company,” “we,” “us” and “our” refer to Tradewinds Universal.

Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the information set forth under the headings “Risk Factors” as included elsewhere in this prospectus and our financial statements and the related notes and the section entitled.

OUR COMPANY

BUSINESS OVERVIEW

Corporate History

Tradewinds Universal (the “Company” or “Tradewinds”) was incorporated in the State of Wyoming on December 28, 2021. The Company is a holding company focused on acquiring, developing, and operating businesses with long-term value, resilience, and growth potential across multiple industry sectors.

The Company’s initial operations centered on the development, manufacturing, and distribution of high-nutrition food and beverage products, including nutrient-based edible insect protein foods such as protein bars, shakes, and related snacks and drinks. These products were developed and marketed under the Universal Protein, also known as UP Proteins or Universal Proteins (UP), brand. In 2022, the Company also acquired a proprietary formula intended for the development and commercialization of canine pain relief pet treats.

In August 2025, the Company executed a Letter of Intent (“LOI”) with Peppermint Hippo™ to establish a nightlife and hospitality division. Pursuant to the LOI, the Company intends to acquire Peppermint Hippo Toledo as its initial property, followed by a phased national expansion that includes several Peppermint Hippo locations and additional affiliated brands owned or operated by Peppermint Hippo. This transaction represents a strategic expansion of the Company’s operations into the nightlife and hospitality sector.

THE OFFERING

Shares of Common Stock offered by us		Up to 20,000,000 shares of our Common Stock that we may sell to the Selling Stockholder, from time to time at our sole discretion, pursuant to the Purchase Agreement, described below.
Common Stock outstanding(1)		43,690,580 shares of Common Stock.
Common Stock outstanding after this offering(1)		63,690,580 shares of Common Stock.
Use of proceeds		We will not receive any proceeds from the sale by the Selling Stockholder of the shares of Common Stock being offered by this prospectus. However, we may receive gross proceeds of up to $10 million from the sale of our Common Stock to the Selling Stockholder under the Purchase Agreement. We intend to use any proceeds from the Selling Stockholder that we receive under the Purchase Agreement for working capital, strategic and general corporate purposes. See “Use of Proceeds” on page 51 for more information.
Risk factors		An investment in our securities is highly speculative and involves substantial risk. Please carefully consider the risks described under the heading “Risk Factors” on page 3 and other information included and incorporated by reference in this prospectus for a discussion of factors to consider before deciding to invest in the securities offered hereby. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations.
Transfer agent and registrar		The registrar and transfer agent for our Common Stock is VStock Transfer, LLC, located at 18 Lafayette Place Woodmere, New York 11598.
OTCMarkets symbol and trading		Our Common Stock is listed on OTCMarkets under the symbol “TRWD.”

____________________

(1) Unless otherwise indicated, all references in this prospectus to the number of shares of our Common Stock outstanding and the number of shares of our Common Stock to be outstanding after this offering is based on 43,690,580 shares outstanding as of January 20, 2026.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT.

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

We were incorporated in Wyoming on December 28, 2021. We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities.

All of our capital and assets have been provided by or acquired from our principal shareholders, revenues and through a Private Placement of the shares being registered. We estimate that we will have insufficient capital to operate for the next twelve (12) months without raising additional capital through equity or debt financing or the sales of additional licensing rights to our patents. We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additional capital in the future. We can also not assure you that we will be able to obtain any required financing on a timely basis, or if obtainable, that the terms will not materially dilute the equity of our current stockholders. If we are unable to obtain financing on a timely basis, we may have to significantly or entirely curtail our business objectives, which could result in our having to discontinue some of our operations and plans.

We depend highly on our current president who has limited experience in running a public company.

We depend highly on Andrew Read, our CEO and Director, who may be difficult to replace. Andrew Read at this point, only devotes approximately 40% of his time (approximately 16 hours) per week to our business, has only several years of industry experience and has not previously headed a public Company. Our plan of operations is dependent upon the continuing support and business expertise of Mr. Read.

Loss of our CEO could adversely affect our business.

Loss of Mr. Read could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of investor's investments. Mr. Read received 230,000 shares of the Company's common stock in February of 2022 and 22,000,000 shares in December 2023 resulting in 22,230,000 shares. It is unknown, at this time, if or when the Company may be able to further compensate Mr. Read for his management services. The company does not anticipate Mr. Read receiving a salary in the foreseeable future.

Our management has limited experience in running a public company.

Mr. Read, has no experience in running a public company. He is vaguely familiar with the reporting requirements of the Securities and Exchange Commission. Mr. Read will rely on the expertise of outside counsel to insure proper filing and the meeting of deadlines.

There are increased costs and regulations associated with operating a public company and we will have limited internal accounting controls.

There are a number of expenses and costs associated with operating a public Company including filing expenses, transfer agent, stock issuance and maintenance costs, accounting, legal and auditing expenses that will materially increase the Company's operating expenses and make it more difficult for the Company's businesses to produce operating profits. Projected cost for the next 12 months associated with the operation aspects of being a public company are projected to be approximately $85,000. Our CEO has no prior experience managing a public company. With only one officer and director there will be no internal oversight to the Company's financial reporting, initially, except from the Company's outside auditors.

Upon completion of the offering stockholders will own a majority percentage of the Company's stock.

Andrew Read owns approximately 51% of our outstanding common shares and will continue to do so after the filing of this Registration Statement. As a consequence of his stock ownership position, Mr. Read has the ability to elect a majority of our board of directors, and thereby control our management. Andrew Read also has the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, any private transactions, and other extraordinary transactions. The ownership by Mr. Read could discourage investments in our Company or prevent a potential takeover of our company which will have a negative impact on the value of our securities.

Because of competitive pressures from competitors with more resources, the Company may fail to implement its business model profitably.

The protein bar industry is extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase (see "Competition"). We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing products developed by us, our competitors, and their advisors.

We are dependent on the popularity of our products.

Our ability to generate revenue and be successful in implementing our business plan is dependent on our ability to manufacture and distribute our products via distribution channels that are efficient and cost effective.

We may be unable to compete with larger or more established companies.

We face a large and growing number of competitors in the protein bar industry. Many of these competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, and more established relationships in the industry than does the Company. As a result, certain of these competitors may be in better positions to compete with us for product and audiences. We cannot be sure that we will be able to compete successfully with existing or new competitors.

We are developing additional products which could be unprofitable once completed.

There is no assurance that if and when the products under development are completed, they will be met with success or be profitable. We face competition from many established companies most which have far greater resources and expertise than we do.

In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of any shareholder's investment.

Due to our limited operating history, we currently do not have the resources to initiate manufacturing of products using our dog pain relief formula. We anticipate additional sales of licensing rights to our formula but as of the date of this filing we have no plans in place for the further sale of licensing rights or for debt or equity financing.

Following this offering we may need to raise additional funds to expand our operations. We will receive no proceeds from this offering. We may raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations, although at this time there is no plan in effect to do so. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.

Our products or processes could give rise to claims that our products infringe on the rights of others.

We are potentially subject to claims and litigation from third parties claiming that our products or processes infringe on their patent or other proprietary rights. Currently such claims and litigation could potentially apply to our products under development. If any such actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to produce, use or sell the affected product or process. Litigation, which could result in substantial costs to us, may also be necessary to enforce our proprietary rights and/or to determine the scope and validity of the proprietary rights of others. Any intellectual property litigation would be costly and could divert the efforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not prevent us from selling our products or materially and adversely affect our business, financial condition and results of operations. If any such claims are asserted against us, we may seek to enter into a royalty or licensing arrangement. We cannot assure you that a license will be available on commercially reasonable terms, or at all.

We may be unable to scale our operations successfully.

Our growth will place significant demands on our management and technology development, as well as our financial, administrative and other resources. We cannot guarantee that any of the systems, procedures and controls we put in place will be adequate to support the commercialization of our operations. Our operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or the scale of our products, services and operations, then the quality of our services, our ability to retain key personnel and our business could be harmed.

The lack of experience in all of the businesses we are entering could impact our return on investment, if any.

As a result of our reliance on our officers and their lack of experience in developing and implementing plans for manufacturing and sales of protein bars and related products, our investors are at risk in losing their entire investment. The company intends to hire personnel in the future who will have the experience required to manage our company, when the company is sufficiently capitalized. Until such management is in place, we are reliant upon our officers to make the appropriate management decisions.

Our shares of common stock are actively traded on OTCMarkets as penny stocks.

The securities enforcement and penny stock reform act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. Sec regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on OTCMarkets and any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years. Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any market for our shares of common stock may not be liquid.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Because our common stock trades on the OTCMarkets at a price below $5.00 per share, it is considered a “penny stock” and is subject to the penny stock rules under Section 15(g) of the Securities Exchange Act of 1934. The penny stock rules impose additional sales practice requirements on broker-dealers that effect transactions in penny stocks, including the delivery of a standardized disclosure document, disclosure and confirmation of current quotation prices, disclosure of the compensation received by the broker-dealer and its salesperson, and the furnishing of monthly account statements. In addition, broker-dealers must make a special suitability determination for purchasers of penny stocks and receive the purchaser’s written agreement prior to effecting any transaction in such securities. These requirements may limit the willingness of broker-dealers to sell our common stock and may adversely affect the liquidity of our common stock and the ability of shareholders to resell their shares.

This registration statement contains forward looking statements which are speculative in nature.

This registration statement contains forward-looking statements. These statements relate to future events or our future financial performance. Forward looking statements are speculative and uncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under "business description" and "corporate background" although the company believes that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance, or achievements cannot be guaranteed. The reader is advised to consult any further disclosures made on related subjects in our future sec filings.

We have not paid, and do not intend to pay, cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities that we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

Risks Related to this Offering

It is not possible to predict the actual number of shares we will sell under the ELOC to the Selling Stockholder, or the actual gross proceeds resulting from those sales.

On January 29, 2026, we entered into the ELOC with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase up to $10,000,000 in shares of our Common Stock, subject to certain limitations and conditions set forth in the ELOC. The shares of our Common Stock that may be issued under the ELOC may be sold by us to the Selling Stockholder at our discretion from time to time over a 24-month period commencing on the date on which all of the conditions to our right to commence sales of our Common Stock to the Selling Stockholder set forth in the ELOC were satisfied (“Commencement Date”).

We generally have the right to control the timing and amount of any sales of our shares of Common Stock to the Selling Stockholder under the ELOC. Sales of our Common Stock, if any, to the Selling Stockholder under the ELOC will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or no additional amount of the shares of our Common Stock that may be available for us to sell to Selling Stockholder pursuant to the ELOC.

Because the purchase price per share to be paid by the Selling Stockholder for the shares of Common Stock that we may elect to sell to them under the ELOC, if any, will fluctuate based on the market prices of our Common Stock for each Purchase made pursuant to the ELOC, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of Common Stock that we will sell to the Selling Stockholder under the ELOC, the purchase price per share that the Selling Stockholder will pay for shares purchased from us under the ELOC, or the aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the ELOC, if any.

Moreover, although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder, we are registering 20,000,000 shares of our Common Stock for resale under this prospectus, The actual gross proceeds from the sale of the shares may be substantially less than the $10,000,000 Total Commitment available to us under the ELOC. If it becomes necessary for us to issue and sell to the Selling Stockholder under the ELOC more shares than the shares being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to the Total Commitment of $100,000,000 under the ELOC, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our common stock over the 20,000,000 shares registered in this Registration Statement that we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the ELOC.

Any issuance and sale by us under the ELOC of a substantial number of shares of Common Stock in addition to the 20,000,000 shares of our Common Stock being registered for resale by the Selling Stockholder under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for sale by the Selling Stockholder is dependent upon the number of shares of Common Stock, if any, we ultimately sell to the Selling Stockholder under the ELOC.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the ELOC, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. If and when we do elect to sell shares of our Common Stock to the Selling Stockholder pursuant to the ELOC, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering.

We may require additional financing to sustain our operations and without it we may not be able to continue operations.

Subject to the terms and conditions of the ELOC, we may, at our discretion, direct the Selling Stockholder to purchase up to $10,000,000 of shares of our Common Stock under the ELOC from time-to-time over a 24-month period beginning on the Commencement Date. Although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder only 20,000,000 shares of our Common Stock are being registered hereby. The purchase price per share for the shares of Common Stock that we may elect to sell to the Selling Stockholder under the ELOC will fluctuate based on the market prices of our Common Stock for each Purchase made pursuant to the ELOC, if any. Accordingly, it is not currently possible to predict the number of shares that will be sold to the Selling Stockholder, the actual purchase price per share to be paid by the Selling Stockholder for those shares, if any, or the actual gross proceeds to be raised in connection with those sales.

Assuming a purchase price of $0.10 per share (which represents the closing price of our common stock on OTCMARKETS on January 29, 2026), the purchase by the Selling Stockholder of all of the 20,000,000 shares being registered hereby from and after the Commencement Date would result in aggregate gross proceeds to us of approximately $2,000,000 which is substantially less than the $10,000,000 Total Commitment available to us under the ELOC. After deducting our fees and expenses, the aggregate net proceeds to us from all of such purchases by the Selling Stockholder would be approximately $1,600,000.

Accordingly, in order to receive aggregate gross proceeds equal to the $10,000,000 Total Commitment available to us under the ELOC, we would need to issue and sell to the Selling Stockholder under the ELOC more than being registered hereby, which would require us to file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder any such additional shares of our common stock we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the ELOC.

The extent to which we rely on the Selling Stockholder as a source of funding will depend on a number of factors including, the prevailing market price of our Common Stock and the extent to which we are able to secure working and other capital from other sources. If obtaining sufficient funding from the Selling Stockholder were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our working and other capital needs. Even if we were to sell to the Selling Stockholder all of the shares of Common Stock available for sale to the Selling Stockholder under the ELOC, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences may be a material adverse effect on our business, operating results, financial condition and prospects.

Sales of our Common Stock to the Selling Stockholder may cause substantial dilution to our existing stockholders, the sale of the shares of our Common Stock acquired by the Selling Stockholder could cause the price of our Common Stock to decline, and the actual number of shares we will issue under the ELOC, at any one time or in total, is uncertain.

This registration statement relates to an aggregate amount of up to $10,000,000 of shares of our Common Stock that we may sell to the Selling Stockholder from time to time prior to the 24-month anniversary of the Commencement Date. The number of shares ultimately offered for sale to the Selling Stockholder under this prospectus supplement is dependent upon the number of shares we elect to sell to the Selling Stockholder under the ELOC. See “Committed Equity Financing” for more information about our obligations under the ELOC.

Depending upon market liquidity at the time, sales of shares of our Common Stock under the ELOC may cause the trading price of our Common Stock to decline. After the Selling Stockholder has acquired shares under the ELOC, it may sell all, some or none of those shares. Sales to the Selling Stockholder by us pursuant to the ELOC under this prospectus supplement may result in substantial dilution to the interests of other holders of our Common Stock. The sale of a substantial number of shares of our Common Stock to the Selling Stockholder in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. However, we have the right to control the timing and amount of any sales of our shares to the Selling Stockholder (other than the mandatory purchase notice described above that we are obligated to issue), and the ELOC may be terminated by us at any time at our discretion without penalty.

The extent to which we rely on the Selling Stockholder as a source of funding will depend on a number of factors, including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources.

Future sales and issuances of our Common Stock or other securities might result in significant dilution and could cause the price of our Common Stock to decline.

To raise capital, we may sell Common Stock, convertible securities or other equity securities in one or more transactions other than those contemplated by the ELOC, at prices and in a manner we determine from time to time. We may sell shares or other securities in another offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.

We cannot predict what effect, if any, sales of shares of our Common Stock in the public market or the availability of shares for sale will have on the market price of our Common Stock. However, future sales of substantial amounts of our Common Stock in the public market, including shares issued upon exercise of outstanding options, warrants and convertible preferred shares, or the perception that such sales may occur, could adversely affect the market price of our Common Stock.

Management will have broad discretion as to the use of the proceeds from the offering, and uses may not improve our financial condition or market value.

Because we have not designated the amount of net proceeds from the offering to be used for any particular purpose, our management will have broad discretion as to the application of such net proceeds and could use them for purposes other than those contemplated hereby. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under the "Prospectus Summary," "Risk Factors," "Management Discussion and Analysis", "Business Description" and elsewhere in this prospectus constitute forward-looking statements. The "safe harbor" for forward-looking statements does not apply to this offering since it is an initial public offering of our securities. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "intend," "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.

COMMITTED EQUITY FINANCING

GENERAL

On January 29, 2026, we entered into the ELOC and the Registration Rights Agreement with RH2, LP. Pursuant to the ELOC, we have the right to sell to the Selling Stockholder up to a Total Commitment of $10,000,000 in shares of our Common Stock, subject to certain limitations and conditions set forth in the ELOC. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by the Selling Stockholder of shares of Common Stock that we have issued and may issue to Selling Stockholder under the ELOC.

We do not have further right to make sales of our Common Stock to the Selling Stockholder under the ELOC until the registration statement that includes this prospectus is declared effective by the SEC and the final form of this prospectus is filed with the SEC. From and after such time, we will control the timing and amount of any sales of our Common Stock to the Selling Stockholder. Actual sales of shares of our Common Stock to the Selling Stockholder under the ELOC will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding for our company and our operations.

With certain limited exceptions, the purchase price per share of the shares of Common Stock that we elect to sell to the Selling Stockholder pursuant to a Purchase under the ELOC will be equal to eighty percent (80.0%) of the lowest daily VWAP during the fifteen trading days prior to the date we deliver a notice to the Selling Stockholder. There is no upper limit on the price per share that the Selling Stockholder could be obligated to pay for the Common Stock under the ELOC.

The ELOC prohibits us from directing the Selling Stockholder to purchase any shares of our Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by the Selling Stockholder (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Selling Stockholder beneficially owning more than the Beneficial Ownership Cap of 4.99% of the outstanding Common Stock.

Because the purchase price per share to be paid by the Selling Stockholder for the shares of Common Stock that we may elect to sell to the Selling Stockholder under the ELOC, if any, will fluctuate based on the market prices of our Common Stock, as of the date of this prospectus it is not possible for us to predict the number of shares of Common Stock that we will sell to the Selling Stockholder under the ELOC, the actual purchase price per share to be paid by the Selling Stockholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. As of January 29, 2026, there were 43,690,580 shares of our Common Stock outstanding, of which 21,460,580 shares were held by non-affiliates, which excludes the 20,000,000 shares of Common Stock registered hereby and shares of Common Stock that we may, in our sole discretion, sell to the Selling Stockholder from time to time pursuant to the ELOC. If all of the shares offered for resale by the Selling Stockholder under this prospectus were issued and outstanding as of January 29 2026, we would have 63,690,580 shares outstanding and the shares offered hereby would represent such shares would represent approximately 46% of the total number of shares of our Common Stock outstanding and approximately 47% of the total number of outstanding shares held by non-affiliates, in each case as of January 29, 2026.

The net proceeds from sales, if any, under the ELOC, will depend on the frequency and prices at which we sell shares of Common Stock to the Selling Stockholder. To the extent we sell shares under the ELOC, we currently plan to use any proceeds therefrom for costs of this transaction, for working capital, strategic and other general corporate purposes.

The issuance of our Common Stock to the Selling Stockholder pursuant to the ELOC will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares of our Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our Common Stock after any such issuance.

The ELOC and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Neither we nor the Selling Stockholder may assign or transfer its rights and obligations under the ELOC, and no provision of the ELOC or the Registration Rights Agreement may be modified or waived by the parties.

Purchase of Shares by RH2, LP

Upon the terms and subject to the conditions set forth in the ELOC, we will have the right, but not the obligation, from time to time at our sole discretion over the 24-month period from and after the Commencement Date, to direct the Selling Stockholder to purchase up to a maximum amount of shares of Common Stock based on a percentage of total volume on the purchase at the applicable purchase price per share to be calculated on the trading day the Selling Stockholder receives purchase notice from us (the “Purchase Date”) in accordance with the ELOC (each, a “Purchase).

The Purchase Price to be paid by the Selling Stockholder in a Purchase will be equitably adjusted as set forth in the ELOC for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

The payment for shares in respect of each Purchase under the ELOC will be settled on the second (2nd) trading day immediately following the delivery of the shares to the Selling Stockholder, which shall occur on the trading day immediately following the applicable Purchase Date.

Conditions Precedent to Commencement and For Delivery of Purchase Notices

Our right to deliver Purchase notices to the Selling Stockholder under the ELOC, and the Selling Stockholder’s obligation to Purchase notices delivered by us under the ELOC, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction of the conditions precedent thereto set forth in the ELOC, all of which are entirely outside of the Selling Stockholder’s control, which conditions including the following:

	•	the accuracy in all material respects of the representations and warranties of the company included in the ELOC;
	•	Our having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the ELOC to be performed, satisfied or complied with by us;
	•	the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) having been declared effective under the Securities Act by the SEC, and the Selling Stockholder being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement,) to resell all of the shares of Common Stock included in this prospectus (and included in any such additional prospectuses);
	•	the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Common Stock for offering or sale in any jurisdiction;

	•	there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in light of the circumstances under which they were made) not misleading;
	•	this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall have been filed with the SEC;
	•	trading in the Common Stock shall not have been suspended by the SEC, we shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the OTCMarkets shall be terminated on a date certain (unless, prior to such date, the Common Stock is listed or quoted on any other Eligible Market, as such term is defined in the ELOC), and there shall be no suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock;
	•	we shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the ELOC and the Registration Rights Agreement;
	•	the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the ELOC or the Registration Rights Agreement;
	•	the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the ELOC or the Registration Rights Agreement, or seeking material damages in connection with such transactions;
	•	all of the shares of Common Stock that may be issued pursuant to the ELOC shall have been approved for listing or quotation on OTCMarkets (or if the Common Stock is not then listed on OTCMarkets, on any Eligible Market), subject only to notice of issuance; and
	•	no condition, occurrence, state of facts or event constituting a material adverse effect shall have occurred and be continuing.

Termination of the ELOC

Unless earlier terminated as provided in the ELOC, the ELOC will terminate automatically on the earliest to occur of:

	•	the first day of the month next following the 24-month anniversary of the Commencement Date;
	•	the date on which the Selling Stockholder shall have purchased shares of Common Stock under the ELOC for an aggregate gross purchase price equal to its $10,000,000 Total Commitment under the ELOC;
	•	the date on which the Common Stock shall have failed to be listed or quoted on The OTCMarkets or any other Eligible Market; and
	•	the date on which we commence a voluntary bankruptcy case or any third party commences a bankruptcy proceeding against us, a custodian is appointed for us in a bankruptcy proceeding for all or substantially all of its property, or we make a general assignment for the benefit of its creditors.

We have the right to terminate the ELOC at any time after the Commencement Date, at no cost or penalty, upon ten (10) days’ prior written notice to the Selling Stockholder. We and the Selling Stockholder may also terminate the ELOC at any time by mutual written consent.

The Selling Stockholder also has the right to terminate the ELOC upon ten (10) days’ prior written notice to us, but only upon the occurrence of our material breach of the ELOC.

No termination of the ELOC will affect the Registration Rights Agreement, which will survive any termination of the ELOC.

No Short-Selling or Hedging by RH2, LP

The Selling Stockholder has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our Common Stock during any time prior to the termination of the ELOC.

Prohibition on Variable Rate Transactions

Subject to specified exceptions included in the ELOC, we are limited in our ability to enter into specified variable rate transactions during the term of the ELOC. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our Common Stock after the date of issuance.

Effect of Performance of the ELOC on our Stockholders

All shares of Common Stock that have been or may be issued or sold by us to the Selling Stockholder under the ELOC that are being registered under the Securities Act for resale by the Selling Stockholder in this offering are expected to be freely tradable. The shares of Common Stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at our discretion over a period of up to 24 months commencing on the Commencement Date. The resale by the Selling Stockholder of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile. Sales of our Common Stock, if any, by the Selling Stockholder under the ELOC will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our Common Stock that may be available for us to sell to the Selling Stockholder pursuant to the ELOC.

If and when we do elect to sell shares of our Common Stock to the Selling Stockholder pursuant to the ELOC, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this Offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Stockholder under the ELOC, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder, we are registering 20,000,000 shares of our Common Stock. If after the Commencement Date we elect to sell to the Selling Stockholder all of the 20,000,000 shares of Common Stock being registered for resale under this prospectus that are available for sale by us to the Selling Stockholder in Purchases under the ELOC, depending on the market prices of our Common Stock, the actual gross proceeds from the sale of the shares may be substantially less than the $10,000,000 Total Commitment available to us under the ELOC. If it becomes necessary for us to issue and sell to the Selling Stockholder under the ELOC more shares than being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to the Total Commitment of $10,000,000 under the ELOC, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our Common Stock over the 20,000,000 shares registered in this Registration Statement that we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to the Selling Stockholder under the ELOC. Any issuance and sale by us under the ELOC of a substantial number of shares of Common Stock in addition to the 20,000,000 shares of our Common Stock being registered for resale by the Selling Stockholder under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for sale by the Selling Stockholder is dependent upon the number of shares of Common Stock, if any, we ultimately sell to the Selling Stockholder under the ELOC.

The following table sets forth the amount of gross proceeds we would receive from the Selling Stockholder from our sale of shares of Common Stock to the Selling Stockholder under the ELOC at varying purchase prices: The examples in the table are illustrative only and do not represent actual transactions.


Assumed Average Purchase Price Per Share		Number of Registered Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Stockholder(2)		Gross Proceeds from the Sale of Shares to the Selling Stockholder Under the ELOC
$	0.05		20,000,000		31%	$	1,000,000
$	0.08		20,000,000		31%	$	1,600,000
$	0.10		20,000,000		31%	$	2,000,000
$	0.15		20,000,000		31%	$	2,500,000
$	0.20		20,000,000		31%	$	4,000,000
$	0.30		20,000,000		31%	$	6,000,000

_____________

(1)

Although the ELOC provides that we may sell up to $10,000,000 of our Common Stock to the stockholder, we are only registering 20,000,000 shares under this prospectus, which may or may not cover all of the shares we ultimately sell to the stockholder under the ELOC. The number of registered shares to be issued as set forth in this column does not give effect to the (i) the Beneficial Ownership Cap, or (ii) the Total Commitment amount of $10,000,000.

(2)

The denominator is based on 43,690,580 shares outstanding as of January 29, 2026, adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to the Selling Stockholder in future sales, assuming the average purchase price in the first column for all shares issued. The numerator is based on the number of shares issuable pursuant to future sales under the ELOC (that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column.

(3)

The closing sale price of our Common Stock on January 29, 2026 was $0.10.

USE OF PROCEEDS

This prospectus relates to shares of Common Stock that may be offered and sold from time to time by the Selling Stockholder. We will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholder.

We may receive up to $10 million in gross proceeds pursuant to the Purchase Agreement. See “Plan of Distribution” elsewhere in this prospectus for more information.

We intend to use any proceeds from the Selling Stockholder that we receive under the Purchase Agreement for working capital, strategic and general corporate purposes. We cannot specify with certainty all of the particular uses for the net proceeds that we will have from the sale of our shares pursuant to the Purchase Agreement. Therefore, our management will have broad discretion to determine the specific use for the net proceeds and we may use the proceeds for purposes that are not contemplated at the time of this offering.

We will incur all costs associated with this prospectus and the registration statement of which it is a part.

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

Market Information and Number of Stockholders

Our Common Stock is listed on the OTCMarkets Capital Market under the symbol “TRWD.” The last reported closing price for our Common Stock on OTCMarkets on January 29, 2026 was $.10 per share.

Based upon information furnished by our transfer agent, as of January 29, 2026 there were approximately 45 holders of record of our Common Stock. A substantially greater number of holders of our Common Stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

Dividend Policy

We have never declared or paid any cash dividends on shares of our Common Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

CAPITALIZATION

The following table sets forth our actual cash and cash equivalents and our capitalization as of September 30, 2025:

On an actual basis

On an as adjusted basis to give effect to the events above and the issuance and sale of 20,000,000 shares of our Common Stock at an assumed Purchase Price to Selling Stockholder of $.10 per share, the price of our Common Stock on January 29, 2026

You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes for the three and nine months ended September 30, 2025, and for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, all of which are incorporated by reference herein.


	As of September 30, 2025 (unaudited)
(in thousands)	Actual			As adjusted
Cash and Cash Equivalents:		7,161			2,716,100
Total Current Liabilities:		4,500			4,500
Stockholders’ Equity (Deficit):
Common Stock, par value $0.001 per share: 75,000,000 shares authorized and 36,610,580 shares outstanding, actual; shares authorized and 23,307,872 shares outstanding, as adjusted		36,611			56,611
Additional paid-in capital		700,089			700,089
Accumulated deficit		(424,644	)		(424,644	)
Total stockholders’ equity		312,056			332,056

The adjusted information discussed above is illustrative only.

The total number of shares of our Common Stock reflected in the discussion and table above is based on 36,610,580 shares outstanding as of September 30, 2025.

BUSINESS

Our initial focus will be on the formulation, manufacturing, marketing, and distribution of Up Proteins nutrition products, including protein bars, powder, drinks, cookies, and other health-related products, each containing human-grade protein derived from insects (UP is an acronym for Universal Protein).

Edible insects may have superior health benefits due to their high levels of vitamin B₁₂, iron, zinc, fiber, essential amino acids, omega-3 and omega-6 fatty acids, and antioxidants. The addition of edible insects such as crickets to the human diet could offer a myriad of environmental and nutritional benefits, including an overall reduction in greenhouse gas emissions, decreased agricultural use of land and water, improved prevention and management of chronic diseases like autoimmunity, diabetes, cancer, and cardiovascular disease, and provide enhanced immune function.

Ultimately, insects have the potential to be used as meat substitutes or dietary supplements, resulting in human health and environmental benefits.

We intend to formulate, develop, manufacture, and distribute via wholesale and retail markets protein bars with the key protein ingredient base being insect protein.

The company has also acquired a formula for developing, manufacturing, and distributing dog treats to alleviate pain.

In August 2025, we signed a Letter of Intent with Peppermint Hippo™ to create a dedicated nightlife and hospitality division. The LOI includes the acquisition of Peppermint Hippo Toledo as the initial property, followed by a phased rollout of several Peppermint Hippo locations and other affiliated brands owned or operated by Peppermint Hippo. This move represents a major strategic expansion into a new industry sector.

UP PROTEIN NUTRITION PRODUCTS

Product Description

Universal protein products are high Protein energy products that contain high-quality ingredients. All UP-Protein products will be non-GMO/Non-Dairy/Gluten Free/Low sugar with no refined sugar. With only natural sugars from dried fruits and berries and natural sugar substitutes.

UP Proteins Products are focused on health and taste. These two factors guide our ingredient selections. Up Proteins Products adhere to the basic principles of a balanced diet with the refinement of using an Orthoptera Protein blend ("Orthoptera" is a biological order that includes insects like grasshoppers and crickets) that provides for cricket powder and other plant-based protein products as its primary source of protein.

UP Proteins Products include ingredients we believe are desired by people who eat healthy, including vegetarians and environmentally conscious people.

A vegetarian diet doesn’t contain any animal or dairy products and relies solely on plant-based foods (and typically encourages a lot of legumes, pulses, and grains). On the other hand, a paleo diet contains meat, fish, and eggs, leaving out these grains and legumes.

Many vegetarians are looking for a good protein source that does not include animal protein. Enter insects (a protein that is not a farm animal and does not have many of the negative issues related to modern-day farming.)

According to a recent study from the University of Copenhagen, insects are an extremely sustainable source of protein, much more so than meat. According to the U.N., the worldwide livestock industry accounts for over 14.5% of global greenhouse gas emissions. By comparison, cricket production is 20 times more efficient as a protein source than cattle, and it produces 80 times less methane. Additionally, insects can thrive on organic waste, allowing farmers to cut back on growing the grain used in animal feed, which requires significant energy and water resources.

The rearing of insects requires dramatically less food than raising beef. For example, according to the FAO (The Food and Agriculture Organization), insects consume just 2 pounds of feed to produce 1 pound of meat, while cattle require 8 pounds of feed to generate 1 pound of beef. That’s why the U.N. called for swapping burgers for bugs.

Insect farming makes economic sense as well. As insects are cold-blooded, they require less energy to stay warm. This helps explain why they are more efficient at converting feed into protein. Consider that crickets need four times less feed than sheep, 12 times less than cattle, and half as much as broiler chickens and pigs to produce the same amount of protein.

The Up-Protein Bar will offer a blend of Vegan and Paleo, replacing animal products with insects.

UP Bars will offer only the highest quality nutrition bars and products, focusing on maximizing health benefits while ensuring taste/texture and appearance are of equal value. UP Bars provides a combination of Cricket powder and other related products delicately mixed to provide the perfect healthy treat.

Cricket and insect consumption in the U.S. seems out of the ordinary because of cultural bias. Americans weren’t raised eating insects, just like other parts of the world weren't brought up eating bacon, beef, or cheese. In other regions of the world, such as Africa, Asia, Latin America, and Australia, people have taken notice of insects as a food source.

But thanks to significant market leaders backing cricket protein companies such as Exo, this cultural bias may be shifting. Mark Cuban from Shark Tank invested when the first edible insect product company, Chapul, presented its business plan. Some of the larger companies involved in the insect-as-food business have already laid down the foundation for the industry.

Below are the eight leading brands of insect bars on the market today, along with some nutritional information:

Source: Greenbelly

Insect farming to scale is a new and upcoming market. Many of the aforementioned companies are building out large facilities with the goal of high-volume insect production. As a result, we anticipate lower costs in the near future.

Currently, there are five basic categories of insects that are currently considered as food.

	·	1/ HEMIPTERA, including Cicadas and water bugs
	·	2/ ORTHOPTERA, including grasshoppers/ locusts and crickets
	·	3/ HYMENOPTERA, including ants, bees and wasps
	·	4/ LEPIDOPTERA, including butterflies and moths
	·	5/ COLEOPTERA, including beetles and weevils

Of these, ORTHOPTERA (Crickets) is the most abundant in the US.

Current Bar designs:

UP Protein Bars Current design:

	o	Approximately 1.8 oz (50g) bars, sold individually or in boxes of 12.
	o	Three different nutrition bars focused on different market segments, with each bar describing nutritional values coupled with dietary description for suggested uses:

1 bar for the sports market

1 bar for the health and wellness market

1 bar for the general marketplace

Current UP Protein Bar design showing box of 12 bars

UP Protein Bar design

Marketing

With the U.S. edible insect industry already registering $20 million annually in sales, there seems to be an opportunity for growth. While not yet widely popular, many food makers are convincing Americans to eat bugs by educating them about the various health and environmental benefits associated with the practice. Silkworm soup and grasshopper tacos are available in some San Francisco, New York, and Washington, D.C. restaurants. Recently, Exo, a cricket protein bar, raised more than $4 million from big-name investors. The major insect-based food makers like Exo, Chirap, and Chapul all note on their packaging that their products are gluten-free. Exo and Chapul even specify that their products contain no dairy or soy. Some followers of the Paleo diet in America are already eating cricket powder protein bars. Protein is also a priority for CrossFit devotees and weightlifters; companies like Exo are finding support from such people.

Our initial focus is to penetrate the health-conscious segment with an eye on high-energy sports and active lifestyle markets. The (18-45) age bracket is more environmentally aware and willing to take a chance on something new.

UP Bar intends to play a role in becoming a voice and ardent supporter of earth-friendly companies. From inception, UP will strive to be a carbon-neutral company.

When compared to other more traditional forms of protein (such as the farming of cows/ chickens, etc.), cricket farming dramatically reduces the impact on water/land and food. Crickets need little water to grow. A thousand crickets can fit in a space no larger than a small refrigerator.

To grow 1lb. of beef requires nearly 10 lbs. of feed and over 2000 gallons of water.

Growing 1lb. of insects requires less than 2 lbs. of feed and less than 12 gallons of water.

Insects are cheap, nutritious, and—according to some supporters—delicious. There are over 2,100 edible insect species, which offers a vast array of options for food dishes. FAO states that edible insects contain high-quality protein, amino acids, vitamins, calcium, zinc, and iron for humans.

When you have a healthy source of protein, minerals, and other essential nutrients, a Michelin restaurant taste experience might arguably be a secondary priority. Consider that 100 grams of beef contain 29 grams of protein but also 21 grams of fat. On the other hand, 100 grams of grasshopper contain 20 grams of protein and only 6 grams of fat.

In addition to nutritional value, commercial insect production has a much smaller negative impact on the environment than traditional sources of protein. Rearing conventional livestock, for example, accounts for a staggering 18% of total greenhouse gas emissions. But insect breeding releases much less greenhouse gas, methane, and ammonia than raising cattle and pigs and requires less water.

UP Bar will come in completely biodegradable packaging and sourced from top branded companies that adhere to earth-friendly practices.

The company intends to initially market its Up Bars via online sales through its website:

Upproteins.com

The Company’s corporate website is:

TradewindsUniversal.com

The Company has acquired the following domains which it plans to use to also market its products in the future.

OrthopteraProtein.com

(site oriented toward the education and benefits of eating crickets. Also a store to buy products.)

Edibleinsects.shop

Humangradeinsectprotein.com

Tryinsects.com

The company plans on driving sales through numerous social media platforms such as:

Instagram
Facebook\Meta
Twitter\X
YouTube
Vimeo
Vero
TikTok

Sales

The company is presently generating revenue by selling its Up Protein product and Distribution Rights for specific territories. These rights are being purchased in advance of product completion in order to secure the acquired territory.

Industry

The Global Edible Insects Market size was estimated at $972.33 Million in 2022 and is expected to reach $1.5 Billion in 2023. In terms of value, the edible insect market is expected to grow at a CAGR (compound annual growth rate) of 26.5% from 2020 to 2027 to reach $4.63 billion by 2027. Moreover, in terms of volume, the edible insect market is expected to grow at a CAGR of 28.5% from 2020 to 2027 to reach 13,988,626 tons by 2027.

Aspire Food Group once sold insect snacks online; the company now focuses on cricket protein powder and is reportedly the largest supplier in the ingredients space. Aspire said that about 80% of the company’s inventory of cricket protein goes toward pet food, but it is designed to be edible for humans as well, and sees a growing interest in using it as a food ingredient. In October, Aspire which already has a pilot facility in Austin, Texas, in Ontario, Canada. The plant will have the capacity to produce 20,000 metric tons of food-grade cricket protein and frass – cricket waste used for fertilizer – per year.

There is a healthy amount of capital flowing in the insect space. Aspire has raised $21.6 million in funding to date, according to Crunchbase data. And insects have grabbed consumers’ attention, too. “Consumers are already receptive and interested in alternative protein sources beyond traditional beef, pork, and chicken. Some analysts say bugs could soon follow suit and become the next big protein of the future.”

According to Barclays, a new report by the investment bank cites the expanding market around the alternative protein source and predicts the edible bug industry could be worth $8 billion by 2030, up from a little under $1 billion just last year.

The product is already found in experimental cuisines and boasts an eco-friendly reputation. But it has yet to go mainstream despite the proven market for meat alternatives.

The plant-based meat market generated revenue of $4.2 billion globally in 2018, mainly driven by companies such as Impossible Foods and Beyond Meat.** Source CNBC

According to Grand View Research, the global insect protein market was worth $250 million in 2020 and is expected to increase by a compound annual growth rate of 27.4% from 2021 to 2028. Because there is heightened demand from serious consumers looking for new proteins to try, companies that sell insect products no longer advertise it as a freakish novelty item, Ashour said.

Competition

Some of the competitive companies in the edible insects market:

Protifarm Holding NV,

EntomoFarms,

Haocheng Mealworms Inc.,

Agriprotein (Insect Technology Group Holdings U.K. Ltd.),

Ynsect SAS, Deli Bugs Ltd.,

Hargol FoodTech,

Aspire Food Group,

All Things Bugs, LLC,

Tiny Farms, Global Bugs Asia Co., Ltd.,

Beta Hatch Inc.,

EntoCube Ltd.,

Rocky Mountain Micro Ranch,

Armstrong Cricket Farm Georgia,

EnviroFlight Corporation,

SFly Comgraf SAS, Hexafly,

F4F SpA,

Protix B.V.,

InnovaFeed,

Nutrition Technologies Group,

Protenga Pte Ltd., and

nextProtein S.A.S.,

Protix Ynsect Innovafeed, among many other local and regional players.

Some of the companies mentioned above will be our suppliers. With a readily available crop of a variety of insects, UP will be able to negotiate an ample supply and follow the cost cycle down as production facilities ramp up.

FORMULA FOR DOGS

The Company acquired a formula for natural pain relief for animals from BearCreek Resources, Corp. on December 7, 2022 for $30,000. The acquisition gave the Company all rights surrounding the formula with no additional royalties, or any other payment due. Due to the high cost of initial manufacturing the Company elected to license the rights to the formula.

Sales and Marketing

Currently our revenues have come from the sale of the non-exclusive rights to the pain relief formula

On December 7, 2022 we entered into an exclusive licensing rights contract with BearCreek Resources, Corp. for the rights to its pain relief formula for dogs.

The company has licensed the product for pain relief in dogs and plans to continue doing so until it generates sufficient revenue to manufacture and market the product itself using the formula.

Regulation

Our business is subject to regulation by federal and state laws in the United States and the laws of other jurisdictions in which we do business. Advertising and promotional information presented on our websites and in our products, and our other marketing and promotional activities, are subject to federal and state consumer protection laws that regulate unfair and deceptive practices. U.S. federal, state, and foreign legislatures have also adopted laws and regulations regulating numerous other aspects of our business. Regulations relating to the Internet, including laws governing online content, user privacy, taxation, liability for third-party activities and jurisdiction, are particularly relevant to our business. Such laws and regulations are discussed below.

Communications Decency Act. The CDA regulates content of material on the Internet and provides immunity to Internet service providers and providers of interactive computer services for certain claims based on content posted by third parties. The CDA and the case law interpreting it generally provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on their servers unless they participate in creating or developing the content.

Digital Millennium Copyright Act. The DMCA provides a safe harbor from liability for third-party copyright infringement. To qualify for the safe harbor, however, registrars and website hosting providers must satisfy numerous requirements, including adoption of a user policy that provides for termination of service access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner. In addition, registrars and website hosting providers must expeditiously remove or disable access to content upon receiving a proper notice from a copyright owner alleging infringement of its protected works. A registrar or website hosting provider that fails to comply with these safe harbor requirements may be found liable for copyright infringement.

Lanham Act. The Lanham Act governs trademarks and false advertising. Case law interpreting the Lanham Act has limited liability for many online service providers such as search engines and domain name registrars. Nevertheless, there is no statutory safe harbor for trademark violations comparable to the provisions of the DMCA and we may be subject to a variety of trademark claims in the future.

Privacy and Data Protection. In the areas of personal privacy and data protection, the U.S. federal and various state and foreign governments have adopted or proposed limitations on, and requirements associated with, the collection, distribution, use, storage, and security of personal information of individuals.

Intellectual Property & Proprietary Rights

We regard substantial elements of our businesses and website as proprietary and we shall attempt to protect them by relying on copyright, trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. To date we have no copyrights or trademarks that have been applied for.

Employees

We are a new, developing company and currently have only one part-time employee, Andrew Read our CEO and Secretary Treasurer. At this time there is no arrangement to pay a salary until such time that the Company begins generating revenue from the sale of its products. We may engage independent contractors in the future.

Legal Proceedings

Neither the Company nor any of its officers, directors or beneficial shareholders (greater than 10%) are involved in any litigation or legal proceedings involving the business of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to those statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those discussed under the section titled “Risk Factors” and elsewhere in this prospectus. See the section titled “Special Note Regarding Forward-Looking Statements” elsewhere in this prospectus.

Overview

Tradewinds Universal (“Tradewinds” or the “Company”) is a holding company focused on acquiring and developing businesses with long-term value, resilience, and growth potential. Our initial operations focused on the development and distribution of high-nutrition foods and beverages, including edible insect protein-based bars marketed under the Universal Proteins (UP) brand. In 2022, we also acquired a canine pain relief formula for development into pet treats.

In August 2025, we signed a Letter of Intent with Peppermint Hippo™ to create a dedicated nightlife and hospitality division. The LOI includes the acquisition of Peppermint Hippo Toledo as the initial property, followed by a phased rollout of several clubs nationwide, including 8 Peppermint Hippo locations and other affiliated brands owned or operated by Peppermint Hippo. This move represents a major strategic expansion into a new industry sector.

We successfully completed the development, manufacturing, and initial distribution of two protein bar SKUs (Chocolate Almond and Peanut Butter Fruit) in 2023 through our partnership with YouBar, Inc. In 2024, we entered into a purchase agreement with a distributor for 1,040 cases of UP bars, all of which were sold by September 30, 2024. We continue to market our bars online and to retail outlets, but larger-scale distribution agreements remain uncertain. Development of additional SKUs is ongoing.

Looking ahead, we intend to keep expanding our UP product line, move forward with commercializing our canine pain relief formula, and explore licensing and distribution opportunities. We expect operating expenses to rise as we develop new product lines, enter nightlife and hospitality markets, and continue as a public company. Net losses are likely to vary depending on the timing of marketing efforts, R&D activities, and potential acquisitions. Currently, we are working on securing funding through additional equity or debt financing to support our growth plans.

Results of Operations

Comparison of years ended December 31, 2024, and 2023

Revenue

Comparison of years ended December 31, 2024, and 2023

Tradewinds Universal S-1