SCHEDULE: Host Digital Inc.: Samra Acquires 38.9% Stake Post-Merger

Harmol Samra and BDS Infrastructure LLC report beneficial ownership of 10,119,047 shares, or 38.9% of Host Digital Inc. Class A common stock, following a merger and Samra's appointment as CEO.

Summary

• Harmol Samra and BDS Infrastructure LLC, collectively the Reporting Persons, have filed a Schedule 13D indicating beneficial ownership of 10,119,047 shares of Host Digital Inc. Class A common stock.
• This ownership represents approximately 38.9% of the outstanding Class A Common Stock as of September 17, 2026.
• The acquisition of these shares occurred on September 17, 2026, in connection with a merger where Host Digital Inc. (formerly 'Healthy Choice Wellness Corp.') acquired Host Digital Infrastructure LLC ('Host DI').
• Harmol Samra was appointed Chief Executive Officer of Host Digital Inc. effective upon the closing of the merger.
• The Reporting Persons acquired the shares for investment purposes and due to Mr. Samra's role as CEO and co-founder of the Sponsor.
• Future actions may include purchasing or selling additional shares, options, or derivatives, and engaging in communications regarding the Issuer's business, operations, governance, and control.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a significant ownership stake and executive appointment following a merger, indicating strong insider confidence and control.

Positives

• Significant beneficial ownership of 38.9% by Harmol Samra and BDS Infrastructure LLC, indicating strong insider conviction.
• Harmol Samra's appointment as Chief Executive Officer, aligning management with a major shareholder.
• The merger successfully integrated Host DI, with shares issued as consideration, suggesting strategic growth.
• Registration rights agreement secured for Host DI Unit Holders, facilitating potential future resale of shares.
• Executive employment agreement for Mr. Samra with a base salary of $200,000 and bonus eligibility.
• Indemnification agreements provided to directors and officers, including Mr. Samra, offering protection.

Negatives

• The filing does not detail any negative financial performance or operational setbacks.
• Potential for future stock sales by Reporting Persons, which could impact market price if not managed carefully.

Risks

• Future review of investment may lead to the purchase or sale of additional shares, potentially affecting stock price.
• The Preferential Rights Agreement with the Sponsor has a limited term (two years), after which the Issuer's rights to project site acquisitions may expire.
• The Registration Rights Agreement obligates the Issuer to file a shelf registration statement, which could lead to increased selling pressure on the stock.

Future Outlook

The Reporting Persons intend to review their investment in Host Digital Inc. periodically and may engage in various transactions, including acquiring or disposing of additional shares or derivatives. They also anticipate engaging in communications regarding the Issuer's business, operations, governance, and control.

Management Comments

• Mr. Samra may have influence over the corporate activities of the Issuer in his capacity as Chief Executive Officer.
• The Reporting Persons expect to review their investment and may take actions such as purchasing or selling additional shares.
• The Reporting Persons may engage in communications with various parties regarding the Issuer's business, operations, governance, and control.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing follows a significant merger event, indicating a consolidation or strategic shift within the digital infrastructure or related technology sector. The substantial stake acquired by the CEO and his affiliated entity suggests a strong focus on operational control and long-term strategic direction post-merger.

Management Changes

Corporate Governance

Related Party Transactions

• Harmol Samra, as CEO and a co-founder of the Sponsor, holds shares through BDS Infrastructure LLC, an investment vehicle he manages.
• The merger involved Host Digital Infrastructure LLC, a company where Mr. Samra was a significant stakeholder, being acquired by Host Digital Inc.

Stakeholder Impact

• Shareholders: Increased concentration of ownership by CEO and affiliated entity may signal strong management commitment but could also raise concerns about future selling pressure.
• Employees: CEO appointment and employment agreement suggest stability and potential for growth under new leadership.
• Creditors: The merger and subsequent ownership structure do not immediately indicate a negative impact on creditors, but future strategic decisions will be key.
• Suppliers: No direct impact mentioned, but future strategic direction under new leadership could influence supplier relationships.

Next Steps

• Host Digital Inc. is obligated to prepare and file a shelf registration statement covering the resale of certain shares within 30 days of the Closing Date.
• The Issuer must use commercially reasonable efforts to keep the registration statement continuously effective.
• Reporting Persons may purchase or sell additional shares, options, or related derivatives.
• Reporting Persons may engage in communications with various parties regarding the Issuer's business and governance.

Key Dates

Recommendation

The filing indicates a significant ownership stake by the CEO and a completed merger, suggesting strong insider alignment and strategic progress. However, the potential for future share sales by the Reporting Persons and the lack of detailed financial performance metrics in this specific filing warrant a 'hold' recommendation pending further operational and financial updates.

Keywords

Host Digital Inc., Schedule 13D, Merger, Beneficial Ownership, Harmol Samra, BDS Infrastructure LLC, CEO Appointment, Registration Rights