TRWD Moves Closer to Acquisition Phase as S-1 Update Clears Path for Nightlife Roll-Up and Uplist Strategies
LOS ANGELES, March 05, 2026 (GLOBE NEWSWIRE) — Tradewinds Universal (OTC: TRWD) today provided an update regarding its previously filed Form S-1 registration statement associated with the Company’s previously announced $10 million agreement with RH2 Equity Partners.
Update on S-1 Registration Process
During the review process, the Company was asked to include year-end financial statements for the period ending December 31, 2025 within the registration statement. While those financials are normally due March 31, 2026, management is working with its auditors and advisors to complete and file the year-end financial statements as quickly as possible in order to submit an amended S-1.
Once the updated financial statements are included and the amendment is filed, the Company anticipates that effectiveness of the registration statement to follow shortly thereafter.
Tradewinds views the requested financial update as a routine procedural step within the registration process. Following effectiveness of the filing, the Company expects the financing facility to support TRWD’s strategy of acquiring profitable nightlife venues and building operating revenue inside the public company, positioning TRWD as a growing competitor within the nightlife sector.
Positioning the Company to Begin Acquisition Execution
Upon effectiveness of the registration statement, the Company plans to begin executing the first stage of its acquisition strategy, including the previously announced plan to acquire and integrate Peppermint Hippo locations and affiliated nightlife venues.
TRWD indicated that the initial acquisition pipeline includes profitable, operating venues, with particular focus on finalizing the first Peppermint Hippo acquisition that will establish a recurring revenue base inside the public company.
The Company’s strategy is centered on acquiring operating businesses already producing revenue and positive cash flow, rather than development-stage concepts.
Revenue-Producing Assets Within a High-Cash-Flow Industry
The adult nightlife sector represents one of the most consistent cash-flow segments of the broader entertainment industry, with established venues frequently generating strong recurring revenues.
Typical annual revenues within the sector can vary significantly depending on market size and location:
| Venue Tier | Typical Annual Revenue |
| Regional / Smaller Market Clubs | $2M – $4M |
| Mid-Market Urban Clubs | $5M – $10M |
| Major Destination Venues | $10M – $20M+ |
High-profile locations in destination markets such as Las Vegas have demonstrated the ability to generate annual revenues exceeding $20 million, illustrating the revenue potential within the sector.
The TRWD acquisition strategy is designed to bring these revenue-producing assets into a publicly traded platform, allowing the Company to scale operating income through the accumulation of profitable venues.
Building Toward a Scaled Nightlife Platform
The combination of public market access, acquisition capital, and experienced nightlife operators creates the opportunity to build one of the first scaled national nightlife ownership platforms.
Through its strategic relationship with the Peppermint Hippo brand and founder Alan Chang, Tradewinds intends to pursue a disciplined roll-up strategy designed to consolidate operating venues across multiple markets.
As the platform grows, TRWD expects to become an increasingly visible participant within the sector, positioning itself alongside established operators such as RCI Hospitality Holdings, one of the largest publicly traded companies in the adult hospitality industry.
Pathway Toward Scaled Revenue and Uplisting Potential
Management believes that the acquisition of operating venues can allow the Company to build revenue scale relatively quickly compared to traditional start-up models.
The Company provided a simplified illustration of how sequential acquisitions could build operating revenue:
| Acquisition Stage | Example Venue Revenue Contribution | Potential Total Annual Revenue |
| Initial Acquisition | $2M venue | $2M |
| Additional Venue Acquisitions | Multiple venues averaging $3M–$5M | $10M+ |
| Multi-Venue Platform | Combination of mid-market and destination clubs | $20M+ |
Scaling revenue through the acquisition of operating venues positions the Company to pursue the financial thresholds typically associated with national exchange listings, including NASDAQ.
TRWD further believes that expanding the Company’s revenue base through profitable acquisitions may contribute to long-term shareholder value creation as operating scale increases.
“Our focus in 2026 is execution,” said Andrew Read, CEO of Tradewinds Universal. “This industry produces real cash flow, and our strategy is to bring that revenue into TRWD through disciplined acquisitions. With venues in this sector generating anywhere from $2 million to more than $20 million annually, the opportunity to build meaningful scale quickly is significant. Our goal is to establish TRWD as a growing competitor in the nightlife industry while building the revenue base required for a national exchange company.”
About Peppermint Hippo
Founded in 2018 by Alan Chang, Peppermint Hippo has grown from a single club in Toledo, Ohio, into one of the fastest-rising names in nightlife entertainment. The opening of its flagship Las Vegas location in 2021 — the only club of its kind on the Strip — cemented its reputation as an industry leader.
Today, Peppermint Hippo and its affiliated entities such as Las Tóxicas operate over 10 clubs nationwide, eight proudly carrying the Peppermint Hippo name. Each location offers a “Mini-Vegas” experience through upscale design, professional entertainment, and elevated hospitality. Visit thepepperminthippo.com for more information.
About Tradewinds Universal
Tradewinds Universal (OTCID: TRWD) is a fully reporting, publicly traded holding company focused on acquiring and scaling businesses with long-term value and growth potential. From its beginnings in lifestyle and health to its expansion into hospitality and entertainment, including strategic arrangements with operating partners, TRWD is building a diversified portfolio designed to withstand economic cycles while creating sustainable shareholder value.
About RH2 Equity Partners
RH2 Equity Partners is a strategic investment firm specializing in structured financing and recapitalization solutions for emerging public companies. The firm supports issuers through a range of tailored capital structures including Equity Lines of Credit (ELOCs), Structured Debt Settlement and Equity Programs, and registered offering participation under Regulation A and S1. RH2 provides not only capital but also hands-on support for compliance, corporate governance, and public market readiness. Its platform is designed to resolve legacy challenges, restore balance sheets, and enable sustainable access to growth capital without reliance on toxic structures or short term lending. RH2 is uniquely equipped to prepare and file Regulation A offerings using a proprietary documentation process that helps issuers raise institutional capital quickly and efficiently.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding TRWD’s operational plans, growth prospects, potential acquisitions, and anticipated regulatory developments. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially.
Contact:
John Stock
Investor Relations
(619) 483-1008
IR@TradewindsUniversal.com
