UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ 21April 15, ~~2025~~ 2026 (~~August~~April 1914, ~~2025~~ 2026)

TRADEWINDS UNIVERSAL

(Exact Name of Registrant as Specified in Charter)

Wyoming		333-276233		87-4254479
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	501 Mercury Lane, Brea, CA 92821
	(Address of Principal Executive Offices, and Zip Code)
	(855) 434-44887
	Registrant’s Telephone Number, Including Area Code

	(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.001

TRWD

OTC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. – Other Events.

On ~~August~~April 1914, ~~2025,~~2026 Tradewinds Universal, Inc. (the “Company”) filed ~~entered~~its ~~into~~Annual aReport ~~Letter~~on ofForm ~~Intent~~10-K ~~(“LOI”)~~for ~~with~~the ~~Scar~~fiscal ~~Holdings~~year ~~LLC,~~ended ~~aka~~December ~~Peppermint Hippo™~~31, a ~~leading nightlife and hospitality operator, to establish a dedicated division focused on acquiring and developing clubs under the Peppermint Hippo™ brand~~2025.

~~The~~Following ~~first~~the ~~planned~~filing ~~acquisition~~of ~~under~~the ~~this LOI~~Form is10-K, the ~~Peppermint~~Company ~~Hippo~~was ~~Toledo,~~advised ~~located~~by inAstra Audit ~~Toledo~~& Advisory, ~~Ohio.~~the ~~The~~Company’s ~~LOI~~past ~~provides~~(December ~~for~~31, a2024) ~~staged~~independent ~~growth~~registered ~~strategy~~public ~~whereby~~accounting ~~the Company~~firm, inthat ~~collaboration~~its consent for ~~with~~its ~~Peppermint~~report ~~Hippo~~for December 31, ~~may~~2024 ~~acquire~~should uphave tobeen ~~ten~~obtained ~~Peppermint~~and ~~Hippo-branded~~filed ~~clubs,~~in connection with the ~~potential~~filing of Form 10-K for ~~several~~the ~~additional~~year ~~affiliated~~ended ~~venues~~December 31, 2025.

The Company ~~believes,~~is ~~based~~working onwith ~~industry~~Astra ~~estimates, that~~Audit ~~the~~& ~~U.S.~~Advisory ~~bars~~to ~~and~~obtain ~~nightclubs~~the required ~~market~~consent isas ~~approximately~~promptly ~~$36–$39~~as ~~billion~~practicable. ~~annually,~~Upon ~~with~~receipt of the ~~gentlemen’s~~consent, ~~club~~the ~~niche~~Company ~~comprising an~~intends ~~estimated~~to $8file ~~billion.~~the ~~Management~~consent ~~further~~with ~~believes~~the ~~this~~Securities and ~~sector~~Exchange ~~has~~Commission ~~historically~~and, ~~demonstrated~~if ~~resilience~~determined ~~through~~necessary ~~economic~~or ~~cycles~~appropriate, ~~and presents~~to file an ~~opportunity~~amendment to ~~expand~~the ~~with~~December ~~scale~~31, ~~and~~2025 ~~stability~~Form 10-K solely to include such consent.

InPending ~~addition~~resolution ~~to the initial portfolio~~ of ~~up to~~this ~~ten (10) Peppermint Hippo clubs~~matter, the Company’s ~~long-term strategy~~ is toevaluating ~~pursue additional acquisitions across~~ the ~~U.S. market~~effect ~~with~~of the ~~goal~~omitted ofconsent ~~building~~on athe ~~diversified~~incorporation ~~nightlife~~by ~~and~~reference ~~hospitality conglomerate~~ of ~~as many as 100 clubs. Management believes this staged acquisition approach will allow~~ the ~~Company~~Original toForm ~~expand~~10-K ininto anany ~~orderly~~effective ~~and~~registration ~~compliant~~statements ~~manner~~of ~~while positioning Tradewinds Universal as a leading consolidator in~~ the ~~industry~~Company.

~~Completion~~Item of9.01 ~~any~~Financial ~~acquisition~~Statements ~~will be subject to due diligence, regulatory approvals,~~ and ~~the negotiation and execution of definitive agreements~~Exhibits.

~~Forward-Looking~~(d) ~~Statements~~Exhibits

This Current Report on Form 8-K contains forward-looking statements, including statements regarding the potential acquisition of Peppermint Hippo Toledo and other venues, the establishment of a nightlife and hospitality division, and the Company’s broader growth strategy. These statements involve risks and uncertainties that could cause actual results to differ materially, including but not limited to the ability of the parties to complete due diligence, obtain regulatory approvals, and negotiate definitive agreements. The Company undertakes no obligation to update these forward-looking statements except as required by law.

Exhibit Number		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Dated: August 21, 2025	Tradewinds Universal
Dated: April 15, 2026	Tradewinds Universal
	By:	/s/ Andrew Read
	Name:	Andrew Read
	Title:	~~President~~Chief Executive Officer

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