HNO International, Inc. Announces \$30 Million Equity Purchase Agreement with Lambda Ventures LLC

Murrieta, CA, May 1, 2026 – HNO International, Inc. (the “Company”), a Nevada corporation, has entered into a significant capital-raising agreement with Lambda Ventures LLC, a Nevada limited liability company (the “Investor”). The details were disclosed in a Form 8-K filed with the Securities and Exchange Commission, outlining a transaction that provides the Company with flexible access to up to \$30 million in equity capital over a 24-month period.

Key Highlights of the Equity Purchase Agreement

• Maximum Commitment: The Company may, at its discretion, direct Lambda Ventures LLC to purchase up to \$30 million of HNO International’s common stock (\$0.001 par value per share) over a two-year period, subject to terms and conditions in the agreement.
• Drawdowns (“Puts”): During the commitment period, HNO International can deliver put notices to require Lambda Ventures to purchase shares, with each put being at least \$25,000 and up to the lesser of \$500,000 or 200% of the Average Daily Trading Value, determined using the Initial Purchase Price.
• Purchase Price Formula: The price per share for each drawdown will be the lower of:
  • 80% of the lowest traded price of the Common Stock on the principal trading market on the trading day before the put date, or
  • 80% of the lowest traded price on any trading day during the applicable valuation period.
• Commitment Shares: As part of the agreement, HNO International will issue 500,000 shares of Common Stock to Lambda Ventures as an initial commitment fee, fully earned upon execution of the agreement.
• Additional Commitment Shares (“Fulfillment Commitment Shares”): For every \$2.5 million in gross proceeds received from Lambda Ventures, HNO International will issue additional shares as a commitment fee. If the Company fully draws the \$30 million maximum, a total of 12 such trigger events will occur, resulting in further equity issuances to the Investor.
• Legal Fee: HNO International has agreed to pay \$10,000 to Lambda Ventures’ legal counsel for their work in preparing the agreements.

Registration Rights Agreement

• On April 27, 2026, alongside the Purchase Agreement, HNO International entered into a Registration Rights Agreement with Lambda Ventures LLC.
• The Company is required to file a registration statement with the SEC within 30 calendar days of the agreement’s execution, covering the resale of all shares issuable under the Purchase Agreement, including both the Initial and Fulfillment Commitment Shares.
• The registration statement must be declared effective within 90 calendar days from the date of the Registration Rights Agreement, ensuring that Lambda Ventures can resell the shares in the public market.

Unregistered Sale of Securities

• The issuance of the Initial Commitment Shares to Lambda Ventures is exempt from registration under Section 4(a)(2) of the Securities Act, as Lambda Ventures is considered a sophisticated investor, and no general solicitation or advertising took place.

Potential Impact and Price Sensitivity

• Substantial Funding Access: The ability to raise up to \$30 million provides HNO International with significant growth capital and liquidity, which could be used for operations, expansion, or other strategic initiatives.
• Dilution Risk: The agreement will lead to the issuance of a substantial number of new shares, both through initial and ongoing drawdowns, as well as commitment shares. Existing shareholders should be aware of potential dilution to their holdings.
• Share Price Pressure: The purchase price mechanism (at a discount to recent trading prices and with the possibility of shares being resold into the market) could exert downward pressure on HNO International’s share price, especially if Lambda Ventures sells shares in the open market.
• Regulatory Compliance: The requirement to register the resale of shares provides transparency but also facilitates immediate liquidity for the Investor, which may increase trading volumes and volatility.
• Corporate Actions: No trading symbol or exchange was listed as applicable for the Company’s shares, indicating the shares may be traded over-the-counter or not currently listed on a major exchange. Investors should verify the current trading status.

Management and Authorizations

• The report was signed by Donald Owens, Chief Executive Officer of HNO International, Inc., on May 1, 2026, affirming the Company’s commitment to the agreements and disclosure obligations.

For Investors

This transaction represents a material event for HNO International, Inc., providing the Company with a significant funding source but also introducing potential dilution and market risks. Shareholders should weigh the benefits of new capital against the impact on their proportional ownership and the possible effects on market price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consider their own circumstances and seek professional advice before making investment decisions. The Company’s filings with the SEC should be reviewed in full for a comprehensive understanding of the terms and associated risks.

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