What changed in this filing

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Item 1A. Risk Factors

2025-03-20 compared with 2024-01-29 · 57 added, 63 removed, 527 unchanged (19% of the section changed)

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that could affect an investment in our securities.

You should consider them carefully when evaluating an investment in HNO International,

securities, because these factors could cause actual results to differ materially from historical results or any forward-looking

The risks described below are not the only risks we face.

Additional risks and uncertainties not currently known to us or

that we currently deem to be immaterial may also materially adversely affect our business, financial condition, operating results, and

You should consider them carefully when evaluating an investment in our securities,

because these factors could cause actual results to differ materially from historical results or any forward-looking statements.

described below are not the only risks we face.

Additional risks and uncertainties not currently known to us or that we currently deem

to be immaterial may also materially adversely affect our business, financial condition, operating results, and prospects.

We need to continue as a going concern if our business is to succeed.

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substantial dilution.

As of January 8, 2024, we had entered into several

As of March 20, 2025, we had entered into several

promissory notes with HNO Green Fuels, Inc., an entity controlled by our Chairman, Donald Owens, in the aggregate principal amount of

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Our success depends, at least in part, on our ability to protect our core methodology and intellectual property.

To accomplish this, we will rely on a combination of intellectual property, trade secrets (including know-how), employee and third-party

To accomplish this, we will rely on a combination of intellectual property, trade secrets (including know-how),

employee and third-party

nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to establish and protect

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to unfavorable economic conditions.

We are exposed to risks

associated with weak or uncertain regional or global economic conditions and disruption in the financial markets.

The global economy

continues to be challenging in some markets.

Uncertainty about the strength of the global economy generally, or economic conditions

in certain regions or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for

advertising and marketing communication services.

In addition, market conditions can be adversely affected by natural and human

disruptions, such as natural disasters, severe weather events, military conflict or public health crises.

Our industry can be

affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general.

past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include

discretionary components that are easier to reduce in the short term than other operating expenses.

This pattern may recur in the

Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact

to our operating margins.

If our business is significantly adversely affected by unfavorable economic conditions or other market

disruptions that adversely affect client spending, the negative impact on our revenue could pose a challenge to our operating income

and cash generation from operations.

We are exposed to risks associated

with weak or uncertain regional or global economic conditions and disruption in the financial markets.

The global economy continues to

be challenging in some markets.

Uncertainty about the strength of the global economy generally, or economic conditions in certain regions

or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing

communication services.

In addition, market conditions can be adversely affected by natural and human disruptions, such as natural disasters,

severe weather events, military conflict or public health crises.

Our industry can be affected more severely than other sectors by an

economic downturn and can recover more slowly than the economy in general.

In the past, some clients have responded to weak economic and

financial conditions by reducing their marketing budgets, which include

discretionary components

that are easier to reduce in the short term than other operating expenses.

This pattern may recur in the future.

Furthermore, unexpected

revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins.

business is significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client

spending, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.

We may not be able

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to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance

We have limited personal liability.

Our management has limited personal liability.

Our Articles of Incorporation and Bylaws generally

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successfully execute and operate our green hydrogen production projects and such projects may cost more and take longer to complete than

As part of our vertical

integration strategy, we are developing and constructing green hydrogen production facilities at locations across the United States

Our ability to successfully complete and operate these projects is not guaranteed.

These projects will impact our

ability to meet and supplement the hydrogen demands for our products and services, for both existing and prospective customers.

hydrogen production projects are dependent, in part, upon our ability to meet our internal demand for electrolyzers required for

such projects.

Electrolyzer demand by external customers may concurrently affect our ability to meet the internal electrolyzer

demand from our hydrogen production projects.

The timing and cost to complete the construction of our hydrogen production projects

are subject to a number of factors outside of our control and such projects may take longer and cost more to complete and become

operational than we expect.

As part of our vertical integration

strategy, we are developing and constructing green hydrogen production facilities at locations across the United States and Canada.

ability to successfully complete and operate these projects is not guaranteed.

These projects will impact our ability to meet and supplement

the hydrogen demands for our products and services, for both existing and prospective customers.

Our hydrogen production projects are

dependent, in part, upon our ability to meet our internal demand for electrolyzers required for such projects.

Electrolyzer demand by

external customers may concurrently affect our ability to meet the internal electrolyzer demand from our hydrogen production projects.

The timing and cost to complete the construction of our hydrogen production projects are subject to a number of factors outside of our

control and such projects may take longer and cost more to complete and become operational than we expect.

Furthermore, the viability

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requirements.

We anticipate that these costs will be approximately $200,000-$300,000 annually.

Our failure to comply with reporting requirements

and other provisions of securities laws could negatively affect our results of operations, cash flow and financial condition.

We anticipate that these costs will be approximately

$200,000-$300,000 annually.

Our failure to comply

with reporting requirements and other provisions of securities laws could negatively affect our results of operations, cash flow and financial

Our growth depends on external sources of capital,

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(a) obtain financial information and investment experience objectives of the person and (b)

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge

make a reasonable determination that the transactions in penny stocks are suitable

for that person and the person has sufficient knowledge

and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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future at a time and price that we deem reasonable or appropriate.

Offers or availability for sale of a substantial

number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our

common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the conversion

of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation

of which the market price of our common stock could fall.

The existence of an overhang, whether or not sales have occurred or are occurring,

also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the

future at a time and price that we deem reasonable or appropriate.

Your percentage of ownership may become diluted

if we issue new Common Stock or other securities, including shares that are eligible for exchange.

if we issue new Common Stock or other securities.

Our board of directors is authorized, without your

approval, to cause us to issue additional Common Stock to raise capital through the issuance of Common Stock (including equity or debt

securities convertible into Common Stock), and other rights, on terms and for consideration as our board of directors in its sole discretion

may determine.

Any such issuance could result in dilution of the equity of our shareholders.

approval, to cause us to issue additional Common Stock to raise capital (including equity or debt securities convertible into Common Stock),

and other rights, on terms and for consideration as our board of directors in its sole discretion may determine.

Any such issuance could

result in dilution of the equity of our shareholders.

We have many authorized but unissued shares

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due to factors beyond our control and the value of your investment may fluctuate correspondingly.

The market valuation of companies, such as us, frequently

fluctuate due to factors unrelated to the past or present operating performance of such companies.

The market valuation of companies, such as ours, frequently

fluctuates due to factors unrelated to the past or present operating performance of such companies.

Our market valuation may fluctuate

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Not applicable.

We operate out of an approximately 5,000 square foot

facility in Murrieta, California and we are establishing a location in Houston, Texas for our Scalable Green Hydrogen Production farms.

We believe that these facilities are adequate for

our current and near-term future needs.

We currently operate out of a 5,000-square-foot facility

in Murrieta, California, and are in the process of establishing a location in Houston, Texas, to support our Scalable Green Hydrogen Production

We believe these facilities are sufficient to meet

our current and near-term future operational needs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors